Viewbix Announces Pricing of $4.5 Million Private Placement Priced At-The-Market under Nasdaq Rules

Rhea-AI Summary

Viewbix (Nasdaq: VBIX) has secured a $4.5 million private placement through definitive agreements with strategic institutional investors. The offering includes 925,923 units and pre-funded units, priced at $4.86 per common unit.

Each unit consists of one common stock share and one common warrant exercisable at $4.74 per share with a 5.5-year term. Pre-funded units include one pre-funded warrant and one common warrant. The private placement is expected to close around July 14, 2025.

The company plans to use proceeds for general corporate purposes and working capital, while continuing to explore new business opportunities across various sectors. Aegis Capital Corp. serves as the exclusive placement agent.

Positive

• Secured $4.5 million in fresh capital through strategic institutional investors
• Warrants have a long-term exercise period of 5.5 years
• Offering priced at-the-market under Nasdaq rules, minimizing immediate price impact

Negative

• Potential dilution for existing shareholders through new share issuance
• Additional dilution possible if warrants are exercised
• Securities are restricted from immediate resale due to private placement nature

Tel Aviv, Israel, July 11, 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 strategic institutional investors for the purchase and sale of approximately $4.5 million shares of the Company’s common stock and pre-funded warrants. The entire transaction has been priced at-the-market under Nasdaq rules.

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 925,923 units and pre-funded units. The common units will be sold at a price of $4.86 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 $4.74 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 $4.74 per share. The common warrants will be exercisable upon issuance and will have a term of 5.5 years from the issuance date. The pre-funded warrants will be immediately exercisable 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 on or about July 14, 2025, subject to the satisfaction of certain customary closing conditions. Aggregate gross proceeds to the Company are expected to be approximately $4.5 million, before deducting fees to the placement agent 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.

Aegis Capital Corp. is acting as exclusive placement agent for the private placement. Greenberg Traurig, P.A. is acting as counsel to the Company. Sichenzia Ross Ference Carmel LLP is acting as special counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

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 and the intended use of proceeds therefrom. 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

What is the size and price of Viewbix (VBIX) private placement announced on July 11, 2025?

Viewbix announced a $4.5 million private placement with units priced at $4.86 per common unit, consisting of 925,923 units and pre-funded units.

What are the terms of VBIX warrants in the July 2025 offering?

The common warrants are exercisable at $4.74 per share with a 5.5-year term. Pre-funded warrants have an exercise price of $0.0001 and can be exercised immediately until fully exercised.

When will Viewbix's private placement close?

The private placement is expected to close on or about July 14, 2025, subject to customary closing conditions.

How will Viewbix use the proceeds from the private placement?

Viewbix plans to use the net proceeds for general corporate purposes and working capital, while exploring potential new business opportunities in various sectors.

Who is the placement agent for VBIX's private placement?

Aegis Capital Corp. is acting as the exclusive placement agent for the private placement.