Form 8-K

8-K — QUANTUM X LABS INC.

Accession: 0001493152-26-023096

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0000797542

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-23.1 (ex23-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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GRAPHIC (ex99-1_002.jpg)

GRAPHIC (ex23-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0000797542

2026-05-14

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

Date

of report (date of earliest event reported): May 14, 2026

QUANTUM

X LABS INC.

(Exact

Name of Registrant as Specified in its Charter)

Commission

File No.: 001-42681

Delaware

68-0080601

(State of

Incorporation)

(I.R.S. Employer

Identification No.)

Jabotinsky St, Atrium Tower, 18th floor

Ramat

Gan, Israel 5252903

6971068

(Address

of Registrant’s Office)

(ZIP

Code)

Registrant’s

Telephone Number, including area code: +972 9-774-1505

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

QXL

The

Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

8.01 Other Events.

previously announced, on March 4, 2026, Quantum X Labs Inc. (formerly known as Viewbix Inc.) (the “Company”) completed the

acquisition of Quantum X Labs Ltd. (“Quantum Israel” and the “Acquisition”). The Company is voluntarily filing

this Current Report on Form 8-K to provide the disclosures described in Item 9.01 of Form 8-K.

The

unaudited pro forma combined financial information included as Exhibit 99.2 to this Current Report on Form 8-K does not necessarily reflect

what the Company’s results of operations, balance sheets or cash flows would have been during the periods presented had the Acquisition

been completed in prior periods and does not necessarily indicate what the Company’s results of operations, balance sheets, cash

flows or costs and expenses will be in the future.

Item

9.01 Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired.

accordance with Item 9.01(a), the audited financial statements of Quantum Israel as of December 31, 2025 and December 31, 2024 are attached

hereto as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein.

(b)

Pro Forma Financial Information.

accordance with Item 9.01(b), the unaudited pro forma condensed combined financial information of the Company updated to reflect the

acquisition of Quantum Israel as if it had occurred on each of December 31, 2025 is attached hereto as Exhibit 99.2 to this Current Report

on Form 8-K/A and are incorporated by reference herein.

(d) Exhibits

Exhibit

No.

Description

23.1

Consent

of Kesselman & Kesselman, Certified Public Accountant (Isr.), a member firm of

PricewaterhouseCoopers International Limited, an independent registered public accounting firm, independent auditor of

Quantum X Labs Ltd.

99.1

Audited Financial Statements of Quantum X Labs Ltd. for the year ended December 31, 2025

99.2

Unaudited Pro Forma Combined Financial Information for the year ended December 31, 2025

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Quantum

X Labs Inc.

By:

/s/

Amihay Hadad

Name:

Amihay

Hadad

Title:

Chief

Executive Officer

Date:

May 14, 2026

EX-23.1

Filename: ex23-1.htm · Sequence: 2

Exhibit

23.1

CONSENT

OF INDEPENDENT ACCOUNTANTS

hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-289249) and Form S-1 (File Nos.

333-281143, 333-288164 and 333-288886) of Quantum X Labs Inc. of our report dated May 14, 2026 relating to the financial statements of

Quantum X Labs Ltd., which appears in this Current Report on Form 8-K.

Tel-Aviv, Israel

/s/ Kesselman & Kesselman

May 14, 2026

Certified Public Accountants (Isr.)

A member firm of PricewaterhouseCoopers International Limited

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Quantum

X Labs Ltd.

Consolidated

Financial Statements

December

31, 2025

Quantum

X Labs Ltd.

Consolidated

Financial Statements

December

31, 2025

Table

of Contents

Page

Report of Independent Auditors

2-3

Consolidated

Financial Statements:

Consolidated Balance Sheet

Consolidated Statement of Operations

Consolidated Statement of Equity

Consolidated Statement of Cash Flows

Notes to Consolidated Financial Statements

8-12

Report

of Independent Auditors

the Shareholders and Board of Directors of Quantum X Labs Ltd.

Opinion

have audited the accompanying consolidated financial statements of Quantum X Labs Ltd. and its subsidiary (the “Company”),

which comprise the consolidated balance sheet as of December 31, 2025, and the related consolidated statements of operations, of equity

and cash flows for the period from January 12, 2025 (date of incorporation) to December 31, 2025, including the related notes (collectively

referred to as the “consolidated financial statements”).

our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2025, and the results of its operations and its cash flows for the period from January 12, 2025 (date of incorporation)

to December 31, 2025 in accordance with accounting principles generally accepted in the United States of America.

Basis

for Opinion

conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our

responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated

Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities,

in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion.

Material

Uncertainty Related to Going Concern

The

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed

in Note 1 to the consolidated financial statements, the continuance of the Company’s operations is subject to receiving additional

financing. The Company has incurred losses since inception and negative cash flows from operating activities, and has stated that

these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability

to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome

of this uncertainty. Our opinion is not modified with respect to this matter.

Responsibilities

of Management for the Consolidated Financial Statements

Management

is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles

generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant

to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to

fraud or error.

preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered

in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the

date the consolidated financial statements are available to be issued.

Auditors’

Responsibilities for the Audit of the Consolidated Financial Statements

Our

objectives are to obtain reasonable assurance about whether the consolidated

financial statements as a whole are free from material misstatement, whether due to fraud or error,

and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not

absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material

misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting

from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence

the judgment made by a reasonable user based on the consolidated financial statements.

performing an audit in accordance with US GAAS, we:

● Exercise

professional judgment and maintain professional skepticism throughout the audit.

● Identify

and assess the risks of material misstatement of the consolidated financial statements, whether

due to fraud or error, and design and perform audit procedures responsive to those risks.

Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures

in the consolidated financial statements.

● Obtain

an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control. Accordingly, no such opinion

is expressed.

● Evaluate

the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the consolidated

financial statements.

● Conclude

whether, in our judgment, there are conditions or events, considered in the aggregate, that

raise substantial doubt about the Company’s ability to continue as a going concern

for a reasonable period of time.

are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,

significant audit findings, and certain internal control-related matters that we identified during the audit.

Tel-Aviv,

Israel

/s/

Kesselman & Kesselman

May

14, 2026

Certified

Public Accountants (Isr.)

member firm of PricewaterhouseCoopers International Limited

Quantum

X Labs Ltd.

Consolidated

Balance Sheet

(U.S.

dollars in thousands)

December 31,

2025

Assets

Current

assets:

Cash

and cash equivalents

260

Restricted

cash

parties (Note 5)

112

Other

current assets

Total

current assets

403

Non

current assets:

Property

and equipment, net

Equity

method investments

Total

non current assets

Total

assets

448

Liabilities

and shareholders’ equity

Current

liabilities:

Accrued

expenses

151

party (Note 5)

Total

liabilities

229

Commitments

and contingencies (Note 4)

Shareholders’

equity:

Ordinary

share, no par value; 1,000,000 shares authorized and 589,319 issued and outstanding

Additional

paid-in capital

544

Non-controlling

interest

(52 )

Accumulated

deficit

(273 )

Total

shareholders’ equity

219

Total

liabilities and shareholders’ equity

448

The

accompanying notes are an integral part of the consolidated financial statements.

Quantum

X Labs Ltd.

Consolidated

Statement of Operations

(U.S.

dollars in thousands)

For

the Period From

January

12, 2025 (*) to

December

31, 2025

Operating

expenses:

Research

and development

192

General

and administrative

196

Total

operating expenses

388

Loss

from operations

388

Financial

income, net

(21 )

Gains

from equity method investments, net

(42 )

Net

loss

325

Net

loss attributable to non-controlling interest

Net

loss attributable to Quantum X Labs Ltd. shareholders

273

(*)

Date of incorporation.

The

accompanying notes are an integral part of the consolidated financial statements.

Quantum

X Labs Ltd.

Consolidated

Statement of Equity

(U.S.

dollars in thousands, except number of share data)

Ordinary

Additional

Paid-In

Accumulated

Non-Controlling

Amount

Capital

Deficit

Interest

Total

Balance

as of January 12, 2025 (*)

Issuance

of ordinary shares (Note 3)

589,319

544

Net

loss

(273 )

(52 )

(325 )

Balance

as of December 31, 2025

589,319

544

(273 )

(52 )

219

(*)

Date of incorporation.

The

accompanying notes are an integral part of the consolidated financial statements.

Quantum

X Labs Ltd.

Consolidated

Statement of Cash Flows

(U.S.

dollars in thousands)

For

the Period From

January

12, 2025

(*)

to December 31, 2025

Cash

flows from operating activities

Net

loss

(325 )

Adjustments

to reconcile net loss to net cash used in operating activities:

Depreciation

(**)

Gains

from equity method investments

(42 )

Share-based

payments

Changes

in operating assets and liabilities:

Other

current assets

(18 )

Accrued

expenses

151

Net

cash used in operating activities

(163 )

Cash

flows from investing activities

Purchase

of property and equipment

(3 )

Short-term

balances provided to unconsolidated entities

(112 )

Net

cash used in investing activities

(115 )

Cash

flows from financing activities

Issuance

of ordinary shares

473

Proceeds

from related party

Net

cash provided by financing activities

551

Net

change in cash and cash equivalents and restricted cash

273

Cash,

cash equivalents and restricted cash at beginning of the period

Cash,

cash equivalents and restricted cash at end of the year

273

(*)

Date of incorporation.

(**)

Less than $1 thousand.

The

accompanying notes are an integral part of the consolidated financial statements.

Quantum

X Labs Ltd.

Notes

to Consolidated Financial Statements

Note

1 - General

Description

of Business

Quantum

X Labs Ltd. (the “Company”) was incorporated in the State of Israel on January 12, 2025, and commenced operations on May

26, 2025. The Company, together with its subsidiary and unconsolidated entities, is engaged in the research, development, and commercialization

of quantum technologies and intellectual property.

August 27, 2025, the Company, together with other shareholders, formed CliniQuantum Ltd. (“CliniQuantum”), a company incorporated

in the State of Israel. CliniQuantum leverages quantum-enhanced methods to provide solutions for drug discovery, clinical trial optimization,

logistics, biomedicine, and the security sectors. The Company holds a 48% ownership interest in CliniQuantum, and has determined that

it is the primary beneficiary as it holds the power to direct the activities that most significantly impact its economic performance,

and has the right to receive benefits from it that could potentially be significant. Accordingly, CliniQuantum is consolidated in the

Company’s consolidated financial statements.

August 31, 2025, the Company, together with other shareholders, formed Quantum Transportation Ltd., a company incorporated in the State

of Israel, to develop transformer-based quantum decoder technology for advanced quantum error correction and cloud-deployed neural decoders.

The Company holds a 30% ownership interest in the company and has determined that it is not the primary beneficiary. Accordingly, the

Company accounts for this investment under the equity method.

October 26, 2025, the Company, together with Taurus Gold Corp. (a publicly traded company listed on the Canadian Securities Exchange),

formed Quantum Gyro Ltd., a company incorporated in the State of Israel, to develop quantum-based gyroscope chip technology. The Company

holds a 40% ownership interest in the company and has determined that it is not the primary beneficiary. Accordingly, the Company accounts

for this investment under the equity method.

For

further information see also Note 8.

Liquidity and Capital Resources

The

Company has incurred losses since its inception and has experienced negative cash flows from operating activities. These conditions raise

substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s operations

is dependent upon securing additional financing from existing shareholders or other sources. These consolidated financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Transaction

with Quantum X Labs Inc.

December 15, 2025, the Company and certain of its shareholders entered into a definitive share purchase agreement with Quantum X Labs

Inc. (formerly known as Viewbix Inc., a publicly traded company listed on the Nasdaq Capital Market, pursuant to which Quantum X Labs

Inc. agreed to acquire 100% of the Company’s issued and outstanding share capital. As consideration, Quantum X Labs Inc. agreed

to issue to the Company’s shareholders common stock and pre-funded warrants representing 40% of its issued and outstanding capital

stock, with eligibility for up to 12,702,847 additional shares subject to the achievement of specified post-closing milestones. The transaction

closed on March 4, 2026, upon which the Company became a wholly-owned subsidiary of Quantum X Labs Inc.

Quantum

X Labs Ltd.

Notes

to Consolidated Financial Statements (continued)

Operations

in Israel

Since

October 7, 2023, Israel has been in a state of war on multiple fronts involving the Gaza Strip and other countries and regions in the

Middle East, including Iran. During 2025 and to date, there was no material adverse impact on Company’s operations and financial

conditions. However, since these are events beyond the Company’s control, their continuation or cessation may affect the Company’s

expectations. The Company continues to monitor political and military developments closely and examine the consequences for its operations

and assets.

Note

2 - Significant Accounting Policies

Basis

of Presentation

The

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States

(“U.S. GAAP”).

Use

of Estimates

The

preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated

financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those

estimates.

Principles

of Consolidation

The

consolidated financial statements include the accounts of the Company and its subsidiary, CliniQuantum. The interests of other shareholders

are presented as non-controlling interests within equity. Intercompany balances and transactions have been eliminated in consolidation.

Investments

in Unconsolidated Entities

Investments

in entities which the Company does not consolidate are accounted for under the equity method. Under this method, the investment is initially

recorded at cost and subsequently adjusted to recognize the Company’s share of the net income or loss of the investee. If losses

accumulate, the Company records its share of losses until the investment is reduced to zero, since the Company has no legal or constructive

obligation to provide further financial support.

Functional

Currency

The

currency of the primary economic environment in which the operations of the Company its subsidiary, CliniQuantum, are conducted is the

U.S. dollar (“dollar”, “$”). Thus, the U.S. dollar is our functional and reporting currency. Gains and losses

arising from foreign currency remeasurements of monetary balances denominated in non-functional currencies are included in financial

expense or income, net, within the consolidated statement of operations.

Cash

and Cash Equivalents

The

Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Quantum

X Labs Ltd.

Notes

to Consolidated Financial Statements (continued)

Concentration

of Credit Risks

Financial

instruments that subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains

its cash and cash equivalents with high-credit-quality financial institutions.

Fair

Value of Financial Instruments

The

carrying amounts of cash and cash equivalents, restricted cash, other current assets, accrued expenses, and balances with related parties

approximate their fair values due to the short-term nature of these instruments.

Research

and Development

Research

and development expenses consist primarily of fees paid to consultants and service providers, as well as share-based payments. Research

and development costs are expensed as incurred.

Note

3 - Equity

Issuance

of share Capital

During

2025, the Company issued a total of 501,084 ordinary shares, no par value, for total cash consideration of $473 thousand. Additionally,

the Company issued 88,235 ordinary shares, no par value, in exchange for a license agreement with an estimated fair value of $71 thousand.

See further details in Note 4.

Rights

Attached to Share Capital

The

ordinary shares of the Company confer upon their holders equal rights to participate in and vote at general meetings of shareholders

of the Company, with each ordinary share entitling the holder to one vote. Resolutions at general meetings are adopted by a simple majority

of the votes cast, unless a different majority is required by applicable law or the Company’s Articles of Association. Ordinary

shares entitle their holders to receive dividends, if and when declared by the Company, and to participate in the distribution of the

surplus assets of the Company upon liquidation, dissolution or winding up, in each case on a pro rata basis in accordance with the number

of ordinary shares held. The Company has not declared or paid any dividends since its incorporation.

Note

4 - Commitments and Contingencies

License

Agreement

May 26, 2025, the Company entered into an exclusive, worldwide, royalty-bearing license agreement with Ramot at Tel Aviv University Ltd.

(“Ramot”), pursuant to which Ramot granted the Company an exclusive license to develop, manufacture, and commercialize certain

products based on Ramot’s patent portfolio and know-how in the field of quantum computing, including technology relating to the

decoding of quantum error correction codes using transformer neural networks.

consideration for the license, the Company issued to Ramot 88,235 ordinary shares, no par value, at an estimated fair value of $71 thousand,

subject to certain anti-dilution protections maintaining Ramot’s ownership at 15% of the Company’s share capital, on a fully

diluted basis, until the Company has raised an aggregate equity investment of $1.5 million. The Company accounts for this license agreement

as a share-based payment transaction and recognized an expense in the same amount within research and development expenses.

Quantum

X Labs Ltd.

Notes

to Consolidated Financial Statements (continued)

addition, the Company is obligated to: (i) pay royalties to Ramot at rates ranging from 4% to 6% of net sales, depending on cumulative

sales thresholds; (ii) pay Ramot 15% of any sublicense receipts received by the Company; (iii) issue to Ramot an additional 16,668 ordinary

shares of the Company, no par value, equal to 2.5% of the Company’s share capital on a fully diluted basis, if cumulative net sales

by the Company and affiliates reach $500 thousand. The agreement further requires the Company to meet specified development milestones

within defined timeframes and to fund the development program in accordance with an agreed commercialization plan. The term of the agreement

runs until the expiration of all payment obligations of the Company thereunder, subject to earlier termination upon material breach,

bankruptcy, or failure to meet funding milestones.

February 2026, concurrently with the closing of the transaction with Quantum X Labs Inc. (formerly Viewbix Inc.) as described in Note

1, the Company and Ramot entered into an amendment to the license agreement, pursuant to which the anti-dilution protections and the

Company’s obligation to issue additional shares upon reaching the $500 thousand cumulative net sales milestone were terminated.

Legal

Matters

In the ordinary course of business, the Company may

be subject to various legal matters. The Company accrues a liability when management believes that it is both probable that a liability

has been incurred and the amount of loss can be reasonably estimated. Although the outcome of the various legal matters cannot be predicted

with certainty, the Company believes that any of these matters are neither probable to result in a liability nor can result in a material

adverse effect on the Company business, financial condition, results of operations or cash flows.

Note

5 – Related Parties

of December 31, 2025, the related parties receivable balance of $112 thousand primarily consisted of certain expenses paid by the Company

on behalf of its unconsolidated entities.

During

the year ended December 31, 2025, an amount of $78 thousand was given by related party to the Company in order to fund the activities

of the Company.

Note

6 - Unconsolidated Entities

Quantum

Transportation Ltd.

November 2025, following a $150 thousand capital injection by a new investor into Quantum Transportation Ltd., the Company’s ownership

interest was diluted from 33% to 30%. This decrease resulted in a gain of $52 thousand. Additionally, the Company recognized $10 thousand

in equity losses, representing its share of the associate’s net loss for the period. As of December 31, 2025, the investment amounted

to $42 thousand.

Quantum

Gyro Ltd.

During

the period, the associate incurred net losses, however, as the Company has no legal or constructive obligation to provide financial support

or make payments on its behalf, no losses were recognized.

Note

7 - Income Taxes

Basis

of Taxation

The

Company and CliniQuantum are subject to Israeli corporate tax rate of 23%.

Net

Operating Loss Carryforward

of December 31, 2025, the Company and CliniQuantum have net operating losses carryforward of $182 thousand and $56 thousand, respectively.

Under Israeli tax laws, these carryforward losses have no expiration date.

Quantum

X Labs Ltd.

Notes

to Consolidated Financial Statements (continued)

Deferred

Income Taxes

Based

on the losses incurred since inception, management believes it is more likely than not that the deferred tax assets, primarily related

to the net operating loss carryforwards and capitalized research and development costs of $55 thousand and $44 thousand, respectively,

will not be realized. Accordingly, a full valuation allowance has been provided against these assets.

Note

8 - Subsequent Events

February 2026, the Company, together with other parities, formed Quantum Atom Accuracy Ltd. and Nuclear Quantum Ltd., companies incorporated

in the State of Israel. The Company holds a 40% ownership interest in these entities.

February 2026, CliniQuantum completed a capital raise of approximately $350 thousand, reflecting a pre-money valuation of $8 million.

As a result, the Company’s ownership interest was diluted from 48% to 46%.

March 2026, the Company and Taurus Gold Corp. completed a restructuring whereby Quantum Gyro Ltd.’s subsidiary, QuantumQ Security

Ltd., was transferred from an indirect holding to a direct holding. Following the restructuring, Taurus Gold Corp. holds 60% of QuantumQ

Security Ltd. and the Company holds the remaining 40%. QuantumQ Security Ltd. is engaged in the development of quantum-based cybersecurity

solutions for protecting critical assets.

March 6, 2026, the Company entered into an exclusive, worldwide license agreement with Quantum Gyro Ltd., pursuant to which Quantum

Gyro Ltd. was granted an exclusive license for the development, manufacture, and commercialization

of quantum gyroscope technology for navigation and GPS-replacement applications. As consideration

for the license, Quantum Gyro Ltd. is obligated to pay the Company an upfront cash

payment of $100,000 to the Company. The agreement provides for royalties on net sales at tiered rates of 4% to 6% depending on cumulative

net sales thresholds, as well as a 15% share of sublicense receipts. The agreement remains in force until the expiration of all payment

obligations, subject to the Quantum Gyro Ltd.’s compliance with development milestones, including intellectual property

submission, development of a working prototype, securing a development partnership, and commencement of chip-based gyroscope development.

March 2, 2026, the Company entered into a license agreement with CliniQuantum Ltd., under which the Company granted CliniQuantum an exclusive,

worldwide license to use the Company’s Licensed Technology (patents and proprietary know-how) in the field of Quantum Simulation

and Quantum Monte Carlo for the development and commercialization of products in the clinical trials domain. As consideration, CliniQuantum

is obligated to pay the Company an upfront cash payment of $50,000. The Company is entitled to ongoing royalties on net sales at rates

ranging from 4% to 6% (depending on cumulative sales levels), as well as 15% of any sublicense receipts received.

March 9, 2026, NeuroThera Labs Inc. (the “Purchaser”) entered into a Share Purchase Agreement with certain shareholders of

CliniQuantum (excluding the Company itself), an Israeli company engaged in the development and commercialization of Quantum Simulation

and Quantum Monte Carlo technologies in the field of clinical trials, pursuant to which such selling shareholders sold to the Purchaser

56,375 ordinary shares of CliniQuantum, representing 54.01% of its issued and outstanding share capital, in consideration for the issuance

of 56,600,000 common shares of the Purchaser, listed on the TSX Venture Exchange (TSXV), at an aggregate deemed value of approximately

CAD $9.46 million. In addition, the Purchaser may be required to pay the selling shareholders additional Earn-Out payments of up to $1,500,000

upon the filing of patent applications and up to $1,000,000 based on fundraising proceeds received by the Purchaser during the three-year

period following closing.

of the date of approval of the financial statements, not all closing conditions have been fulfilled and the transaction has not yet been

completed.

March 31, 2026, the Company entered into an exclusive, worldwide license agreement with Quantum Atom Accuracy Ltd., pursuant to

which Quantum Atom Accuracy Ltd. was granted an exclusive license for the development, manufacture, and commercialization of a

miniaturized rubidium atomic-beam clock. As consideration for the license, Quantum Atom Accuracy Ltd. is obligated to pay the

Company an upfront cash payment of CAD 50,000. The agreement provides for royalties on net sales at tiered rates of 4% to 6% depending

on cumulative net sales thresholds, as well as a 15% share of sublicense receipts. The agreement remains in force until the expiration

of all payment obligations, subject to Quantum Atom Accuracy Ltd.’s compliance with development milestones, including intellectual

property submission, development of a proof-of-concept prototype, securing a design partner, initiation of chip-based clock development,

and achievement of first revenues.

EX-99.2

Filename: ex99-2.htm · Sequence: 4

Exhibit

99.2

UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

December 15, 2025, Quantum X Labs Inc. (formerly known as Viewbix Inc.) (the “Company” or “Quantum Inc”) entered

into a securities exchange agreement (the “Quantum Exchange Agreement”) with Quantum X Labs Ltd. (“Quantum Israel”)

and certain of the shareholders of Quantum Israel (the “Quantum Israel Shareholders”) pursuant to which the Company agreed

to issue to the Quantum Israel Shareholders an aggregate amount of up to 40.0% of the Company’s issued and outstanding capital

stock as of December 15, 2025, inclusive of 800,000 shares of the Company’s common stock issuable by the Company in a private placement

offering (the “Private Placement Shares”) that the Company entered into in November 2025, consisting of (i) up to 2,666,000

shares of the Company’s common stock, representing 19.99% of the Company’s issued and outstanding capital stock (the “Exchange

Shares”), inclusive of the Private Placement Shares, and (ii) pre-funded warrants to purchase up to 4,447,595 shares of the Company’s

common stock, representing the balance of up to the 40.0%, as of December 15, 2025, less the Exchange Shares, in exchange for up to 100%,

but not less than 85%, of Quantum Israel’s issued and outstanding share capital on a fully diluted and post-closing basis, equal

to an amount up to 589,319 of Quantum Israel’s ordinary shares (the “Acquisition”).

addition, pursuant to the Quantum Exchange Agreement, the Company may issue to the Quantum Israel Shareholders up to 12,702,847 additional

shares of the Company’s common stock or pre-funded warrants to purchase shares of the Company’s common stock, only following

the 12-month anniversary of the closing date of the Acquisition and upon the achievement of specified post-closing milestones as defined

in the Quantum Exchange Agreement.

March 4, 2026, the Company closed the Acquisition (the “Closing Date”), pursuant to which the Company acquired 100% of Quantum

Israel’s issued and outstanding share capital on a fully diluted, post-closing basis and Quantum Israel became a wholly owned subsidiary

of the Company. On the Closing Date, the Company issued to the Quantum Israel Shareholders 1,866,000 shares of its common stock and pre-funded

warrants to purchase 4,447,595 shares of its common stock. The pre-funded warrants were exercisable upon issuance at an exercise price

of $0.0001 per share and will not expire until exercised in full.

The

unaudited pro forma condensed combined balance sheets are based on the individual historical balance sheets of the Company and Quantum

Israel, prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, as of December 31, 2025, and has been

prepared to reflect the effect of the Acquisition, which was completed on March 4, 2026, as if it had occurred on December 31, 2025.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 gives effect to the Acquisition

as if it had occurred on January 1, 2025, the beginning of the Company’s fiscal year. The historical condensed combined financial

information has been adjusted to give effect to pro forma events that are: 1) directly attributable to the Acquisition; 2) factually

supportable; and 3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited

pro forma financial statements were prepared in accordance with Article 11 of the U.S. Securities and Exchange Commission, or the SEC,

Regulation S-X, or Article 11 of Regulation S-X. In the opinion of management, all adjustments necessary to present fairly

the unaudited pro forma condensed combined financial information have been made, as further described in the accompanying notes.

The

unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the Company’s

historical audited financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K

filed to the SEC on March 27, 2026, (the “Annual Report”), the historical audited financial statements of Quantum

Israel for the year ended December 31, 2025 included as Exhibit 99.1 to this Current Report on Form 8-K, or this Form 8-K.

The

unaudited pro forma combined condensed financial information is presented for informational purposes only and is not necessarily indicative

of the results of operations that would have resulted had the Acquisition described above been consummated at the dates indicated, nor

is it necessarily indicative of the results of operations which may be realized in the future. Furthermore, the unaudited pro forma combined

condensed financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating

efficiencies or other savings or expenses that may be associated with the integration of the two companies.

UNAUDITED

PRO FORMA CONDENSED COMBINED BALANCE SHEETS

of December 31, 2025

(U.S.

dollars in thousands)

Quantum

Inc

Quantum

Israel

Transaction

Accounting

Adjustments

Pro

Forma

Assets

Current Assets:

Cash and cash equivalents

$ 1,018

$ 260

$ 1,400

3(c)

$ 2,678

Restricted cash

Restricted deposit

Accounts receivables

315

Related parties

112

Other receivables

299

317

Total

Current Assets

1,652

403

1,400

3,455

Non-current assets:

Deferred taxes

Property and equipment, net

Financial assets measured at cost method

600

Equity method investments

Intangible assets, net

2,045

1,600

3(a)

3,645

Goodwill

6,392

14,326

3(a)

20,718

Total

Non-current Assets

9,105

15,926

25,076

Total

Assets

$ 10,757

448

17,326

28,531

Liabilities

Current liabilities:

Accounts payable

$ 1,204

$ -

$ 1,204

Related parties

Short-term loans

260

Current maturities of long-term loans

781

Short-term convertible loans

867

Other payables

951

151

3(c)

1,172

Total

Current liabilities

4,063

229

4,362

Non-current liabilities:

Long-term loans, net of current maturities

586

Deferred taxes

326

368

3(a)

694

Earn-out liability

793

Total

None Current liabilities

1,705

368

2,073

Total Liabilities

$ 5,768

229

438

6,435

Shareholders’ Equity:

Common stock of $0.0001 par value

(* )

Additional paid-in-capital

$ 51,032

$ 544

16,519

3(b)

$ 68,095

Accumulated deficit

(46,047 )

(273 )

369

3(b)

(45,951 )

Equity attributed to shareholders

4,989

271

16,888

22,148

Non-controlling interests

(52 )

Total Equity

4,989

219

16,888

22,096

Total

Liabilities and Shareholders’ Equity

10,757

448

17,326

28,531

(*) Ordinary shares, no par value.

UNAUDITED

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

For

the year ended December 31, 2025

(U.S.

dollars in thousands)

Quantum

Inc

Quantum

Israel

Transaction

Accounting

Adjustments

Pro

Forma

Revenues

$ 1,569

1,569

Costs and Expenses:

Traffic-acquisition and related costs

297

Research and development

192

261

Selling and marketing

100

General and administrative

1,625

196

1,821

Depreciation and amortization

848

Other expenses, net

814

Operating

loss

2,184

388

2,572

Finance expenses (income), net

11,253

(21 )

11,232

Gains from equity method

investments, net

(42 )

Loss from continuing operations

before taxes

13,437

325

13,762

Income tax benefit

(39 )

Net loss from continuing

operations

13,398

325

13,723

Net

loss from discontinued operations

7,417

Net

loss

20,815

325

21,140

Net loss attributable to non-controlling interests

1,530

1,582

Net loss attributable

to shareholders

19,285

273

19,558

Net loss from continuing

operations attributable to:

Shareholders

13,398

273

13,671

Non-controlling interests

13,398

325

13,723

Net loss from discontinued

operation attributable to:

Shareholders

5,887

Non-controlling interests

1,530

7,417

Net loss per share from continuing operations

– Basic and diluted attributed to shareholders:

1.58

1.23

Net loss per share from discontinued operations

– Basic and diluted attributed to shareholders:

0.69

0.52

Total net loss per share

– Basic and diluted attributed to shareholders:

2.28

1.76

Weighted average number of shares –

Basic and diluted:

8,474,057

2,666,000

3(b)

11,140,057

Notes

to Unaudited Pro Forma Condensed Combined Financial Information

Note

1 - Basis of presentation

The

unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, presents pro forma

effect to the Acquisition, which was completed on March 4, 2026, as if it had been completed on January 1, 2025 and was derived

from the Company’s historical audited financial statements for the year ended December 31, 2025 included in the Annual Report and

the historical audited financial statements of Quantum Israel for the year ended December 31, 2025 included as Exhibit 99.2 to

this Form 8-K.

The

unaudited pro forma condensed combined financial information herein has been prepared to illustrate the effects of the Acquisition in

accordance with U.S. GAAP.

The

unaudited pro forma condensed combined balance sheets as of December 31, 2025, assumes that the Acquisition occurred on December

31, 2025.

The

unaudited pro forma condensed combined balance sheets as of December 31, 2025, has been prepared using, and should

be read in conjunction with, the following:

●

The

Company’s audited consolidated balance sheet as of December 31, 2025, and the related notes, included in the Annual Report;

and

●

Quantum

Israel’s audited consolidated balance sheet as of December 31, 2025, and the related notes, included as Exhibit 99.2

to this Form 8-K.

The

unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, have been prepared using, and

should be read in conjunction with, the following:

●

The

Company’s audited consolidated statement of operations for the year ended December 31, 2025, and the related notes included

in the Annual Report; and

●

Quantum

Israel’s audited consolidated statement of operations for the period from January 12, 2025 (date of incorporation)

to December 31, 2025 and the related notes attached as Exhibit 99.2 to this Form 8-K.

Information

has been prepared based on these preliminary estimates, and the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies,

tax savings, or cost savings that may be associated with the Acquisition.

Management

has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments

reflecting the consummation of the Acquisition are based on certain currently available information and certain assumptions and methodologies

that the Company believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described

in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that

the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The Company

believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Acquisition

based on information available to management at the time of the Closing Date and that the pro forma adjustments give appropriate

effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The

unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative

of the combined results of operations or balance sheets that might have been achieved for the periods presented, nor is it necessarily

indicative of the future results of the combined company.

The

unaudited pro forma condensed combined financial information does not necessarily reflect what the combined company’s financial

condition or results of operations would have been had the transactions occurred on the dates indicated. The unaudited pro forma

condensed combined financial information also may not be useful in predicting the future financial condition and results of operations

of the combined company. The actual balance sheets and results of operations may differ significantly from the pro forma amounts

reflected herein due to a variety of factors.

Note

2 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The

unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X

as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release

No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction,

or Transaction Accounting Adjustments, and present the reasonably estimable synergies and other transaction effects that have occurred

or are reasonably expected to occur, or Management’s Adjustments. The Company has elected not to present Management’s Adjustments

and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

The

unaudited pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the combined

company following consummation of the Acquisition filed consolidated income tax returns during the periods presented.

Note

3 - Pro Forma Adjustments

The

following describes the pro forma adjustments related to the Acquisition, that have been made in the accompanying unaudited pro forma

condensed combined statements of operations for the year ended December 31, 2025, giving effect to the Acquisition as if it had been

consummated on January 1, 2025, all of which are based on preliminary estimates that could change significantly as additional information

is obtained:

(a)

The preliminary purchase price allocation is as follows (in thousand):

Consideration paid in Company’s

shares and pre-funded warrants

$ 10,670

Earn-out arising

from the acquisition

5,222

Total cost of the acquisition

15,892

Less: Acquired tangible assets

334

Excess purchase price

15,558

Fair value adjustments:

Intangible asset – in-process

research and development

1,600

Deferred tax liabilities

(368 )

Total fair value adjustments

1,232

Goodwill

14,326

The

consideration of $10,670 thousand paid in Company’s shares and pre-funded warrants to purchase Company’s shares,

which were allocated to the Quantum Israel Shareholders at the Closing Date.

The

earn-out arising from the acquisition of $5,222 represents the estimated fair value of the earn-out to be paid in Company’s shares

or pre-funded warrants to the Quantum Israel Shareholders upon the achievement of certain milestones during the 12-month anniversary

of the Closing Date.

The

allocation of the purchase price as reflected in this pro forma condensed combined financial information has been based

upon estimates of the fair value of assets acquired and liabilities assumed as of the Closing Date. Management, with the assistance of

independent valuation specialists, is currently assessing the final fair values of the tangible and intangible assets acquired and liabilities

assumed. A final determination of the fair values is still subject to the completion of further analyses from those used in the pro forma

condensed combined financial information.

The

pro forma adjustments give effect to the forward acquisition accounting, and specifically:

(1)

recognize $1,600 thousand of Quantum Israel’s identified intangible assets comprised of in-process research and development

which is classified as an indefinite-lived intangible asset;

(2)

recognize $368 thousand of Quantum Israel’s deferred tax liabilities associated with the identified intangible asset;

and

(3)

recognize Quantum Israel’s goodwill of $14,326 thousand.

(b)

Represents

the issuance of the Company’s shares and pre-funded warrants to the Quantum Israel Shareholders, the issuance of the Private Placement

Shares and the consolidation equity elimination upon consolidation of Quantum Israel.

(c)

The aggregate gross proceeds received by the Company

under the private placement offering were $1,400. The Company

incurred issuance costs of $70 which were paid subsequent to the Closing Date, in April 2026.

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