Viewbix Announces $3 million Private Placement at Premium to Market Price

Rhea-AI Summary

Viewbix (Nasdaq: VBIX) announced a private placement to raise approximately $3.0 million through the sale of an aggregate of 800,000 units and pre-funded units, priced at a premium to the November 4, 2025 closing share price.

Each common unit sells at $3.75 and includes one common share plus one common warrant exercisable for one share at $5.625 (5-year term). Pre-funded units substitute a pre-funded warrant for the share and include the same common warrant. Closing is expected in December 2025, subject to customary conditions, Nasdaq shareholder approval, and execution of definitive agreements for Viewbix’s proposed acquisition of Quantum X Labs Ltd. Net proceeds are intended for general corporate purposes, working capital and debt repayment.

Positive

• Aggregate gross proceeds of approximately $3.0 million
• Units sold at a premium to the November 4, 2025 closing price
• Proceeds designated for working capital and debt repayment
• Registration rights agreed to permit resale registration filings

Negative

• Issuance includes 800,000 common warrants exercisable for one share each, creating potential dilution upon exercise
• Closing conditional on stockholder approval, which may delay funding
• Transaction contingent on execution of acquisition agreements for Quantum X Labs Ltd.

Insights

Corporate Finance Analyst

Raised about $3.0 million via a premium-priced private placement while progressing an acquisition and seeking shareholder approval.

Viewbix is selling 800,000 units and pre-funded units for aggregate gross proceeds of approximately $3.0 million, at a unit price of $3.75, with attached warrants exercisable at $5.625 and five-year terms for the common warrants. The financing closed without an underwriter and is structured so pre-funded units reduce common units one‑for‑one; net proceeds are earmarked for general corporate purposes, working capital, and repayment of debt.

The financing is conditional on customary closing items, stockholder approval under Nasdaq rules, and execution of definitive acquisition agreements for Quantum X Labs Ltd. That creates two key dependencies: completion of the private placement closing (expected in December 2025) and successful shareholder approval. Both are explicit conditions to completing the announced plan and so determine whether the company secures the cash and proceeds with the acquisition.

Watch for (1) completion of the closing in December 2025, (2) the stockholder vote required under Nasdaq rules, and (3) filing(s) and terms of the definitive acquisition agreements for Quantum X Labs Ltd. The registration rights and planned SEC registration filings for resale also matter for future liquidity of the issued securities. Time horizon: monitor near-term events through the closing and shareholder approval window in the coming weeks to months.

Tel Aviv, Israel, Nov. 05, 2025 (GLOBE NEWSWIRE) -- Viewbix Inc. (Nasdaq: VBIX) (“Viewbix” or the “Company”), a global developer of ad-tech innovative technologies, today announced that it has entered into definitive agreements with certain investors for the purchase and sale of approximately $3.0 million shares of the Company’s common stock and pre-funded warrants. The entire transaction has been priced at a premium to the closing price of the Company’s common stock on November 4, 2025.

Following the transaction, the Company plans to continue its previously announced process to identify and explore potential new business opportunities, investments and activities in a variety of new sectors.

In connection with the offering, the Company will issue an aggregate of 800,000 units and pre-funded units. The common units will be sold at a price of $3.75 per unit; the pre-funded units will be sold at the same purchase price as the common units less the pre-funded warrant exercise price of $0.0001. Each unit will consist of one share of common stock and one common warrant exercisable for one share of common stock at an exercise price of $5.625 per share. Each pre-funded unit will consist of one pre-funded warrant and one common warrant exercisable for one share of common stock at an exercise price of $5.625 per share. The common warrants will be exercisable upon issuance and will have a term of 5 years from the issuance date. The pre-funded warrants will be immediately exercisable upon issuance and may be exercised at any time until exercised in full. For each pre-funded unit sold in the offering, the number of common units in the offering will be decreased on a one-for-one basis.

The closing of the private placement is expected to occur in December 2025, subject to the satisfaction of certain customary closing conditions, receipt of approval of the Company’s stockholders in accordance with applicable rules or regulations of the Nasdaq Stock Market LLC and the execution of definitive agreements related to Company’s acquisition of Quantum X Labs Ltd., a cutting-edge quantum computing and AI company focusing on advancing technologies in quantum algorithmics and quantum physics. The private placement was made without an underwriter, placement agent, broker, or dealer.

Aggregate gross proceeds to the Company are expected to be approximately $3.0 million, before deducting fees and other offering expenses payable by the Company. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital, including the repayment of debt.

Greenberg Traurig, P.A. is acting as counsel to the Company.

The securities described above are being sold in a private placement transaction not involving a public offering and exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and have not been registered under the Act, or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission (the "SEC") covering the resale of the shares of common stock sold in the offering and the shares of common stock issuable upon exercise of the pre-funded warrants and the common warrants sold in the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Viewbix Inc.

Viewbix, through certain of its subsidiaries Gix Media Ltd. and Cortex Media Group Ltd., operates in the field of digital advertising. The Group has two main activities search and digital content. The search develops a variety of technological software solutions, which perform automation, optimization and monetization of internet campaigns, for the purposes of acquiring and routing internet user traffic to its customers. The digital content is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, including Google, Facebook, Yahoo and Apple, by utilizing such content to obtain internet user traffic for its advertisers. Viewbix’s technological tools allow advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their websites.

For more information about Viewbix, visit https://view-bix.com/

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses the timing and completion of the offering, the satisfaction of customary closing conditions related to the offering, the intended use of proceeds therefrom, the execution of definitive agreements related to the acquisition and approval by the Company’s stockholders. Because such statements deal with future events and are based on Viewbix’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release.

The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed in any filings with the SEC. Except as otherwise required by law, Viewbix undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Viewbix is not responsible for the contents of third-party websites.

Investor Relations Contacts:
Michal Efraty
Investor Relations
michal@efraty.com

FAQ

How much is Viewbix (VBIX) raising in the November 5, 2025 private placement?

Viewbix is expected to raise approximately $3.0 million in gross proceeds from the private placement.

What are the unit and warrant terms in the Viewbix (VBIX) offering?

Each common unit sells at $3.75 and includes one common share plus one common warrant exercisable for one share at $5.625 with a 5-year term; pre-funded units include a pre-funded warrant plus the same common warrant.

When will the Viewbix (VBIX) private placement close and what conditions apply?

The closing is expected in December 2025, subject to customary closing conditions, Nasdaq stockholder approval, and execution of acquisition agreements.

How does the Viewbix (VBIX) company plan to use the net proceeds from the offering?

Net proceeds, together with existing cash, are expected to be used for general corporate purposes, working capital, and repayment of debt.

Will the Viewbix (VBIX) offering cause shareholder dilution?

Yes; the offering includes common shares and 800,000 common warrants exercisable for one share each, which creates potential dilution if exercised.

Is the Viewbix (VBIX) private placement being underwritten or open to the public?

No; the private placement was completed without an underwriter, placement agent, broker, or dealer and was offered only to accredited investors under applicable exemptions.