Viewbix Refines Proposed Quantum X Labs Acquisition Terms – Reduces Initial Equity to 40%

Rhea-AI Summary

Viewbix (Nasdaq: VBIX) signed an updated non-binding term sheet to acquire 100% of Quantum X Labs via an equity-for-stock transaction that now reduces Viewbix’s initial equity issuance to 40.0% of post-closing capital, inclusive of a $3.0 million PIPE announced Nov 5, 2025. The deal includes performance-based earn-outs that can increase total issuance up to 65.0% of outstanding stock upon achievement of three milestone tranches (6%, 8%, 11%) tied to prototype phases, partnerships, technical validation or patent filings within 18–36 months.

Closing remains subject to due diligence, definitive agreements, Nasdaq and shareholder approvals, and customary conditions; the PIPE is expected to close in December 2025.

Positive

• Initial equity issuance lowered to 40.0% of post-closing stock
• PIPE financing of $3.0 million supports concurrent issuance
• Earn-out structure aligns incentives up to 65.0% total issuance

Negative

• Maximum equity issuance can dilute existing shareholders up to 65.0%
• Milestones require 18–36 months to unlock additional shares
• Closing depends on Nasdaq and shareholder approvals and due diligence

Insights

Corporate Transactions Analyst

Deal terms cut initial equity to 40.0% with milestone earn-outs up to 65.0%; PIPE of $3 million ties to closing.

The refined non-binding term sheet moves the immediate consideration to 40.0% of post-closing equity, including shares from a concurrent $3 million PIPE, and allows additional issuance that could total up to 65.0% of the company upon meeting defined technical and IP milestones at 18, 30 and 36 months. This structure keeps most of the contingent equity tied directly to delivery of prototype, validation, beta testing, or patent filings.

Key dependencies and risks include completion of final due diligence, execution of definitive agreements, regulatory and Nasdaq shareholder approvals, and customary closing conditions. The earn-outs materially postpone dilution but create execution risk: failure to hit milestones would limit dilution while success would substantially increase outstanding equity. Also, the PIPE remains subject to closing conditions expected in December 2025, which affects the immediate funding and share count.

Watch for three concrete near-term items: final definitive agreements and completion of due diligence (timing unspecified), stockholder and regulatory approvals tied to Nasdaq rules, and the PIPE closing in December 2025. Those milestones will clarify immediate dilution, funding availability, and whether the contingent earn-outs become likely over the 18–36 month horizon.

According to the Updated Non-Binding Term Sheet, Performance-Based Earn-Outs Can Reach Up to 65%

Tel Aviv, Israel, Nov. 14, 2025 (GLOBE NEWSWIRE) -- Viewbix Inc. (Nasdaq: VBIX) (“Viewbix” or the “Company”), a global developer of ad-tech innovative technologies accelerating into quantum and AI, today announced the signing of an updated non-binding term sheet with Quantum X Labs Ltd. (“Quantum”) and its shareholders, refining the proposed terms previously announced strategic acquisition.

Building on the November 5, 2025 announcement, the revised terms reduce Viewbix’s initial equity issuance to 40.0% of its post-closing issued and outstanding capital stock, inclusive of shares issued concurrently via a PIPE financing of $3 million that the Company announced on November 5, 2025, issuable in shares of its common stock and pre-funded warrants (the “Initial Shares”), in exchange for 100% of Quantum’s issued and outstanding share capital on a fully diluted basis.

In addition, the Company may issue additional shares of its common stock and/or pre-funded warrants, which shall not represent in the aggregate more than 65.0% of the Company’s issued and outstanding capital stock, including the Initial Shares, upon achievement of the following milestones as follows:

• 6% of the Company’s issued and outstanding capital stock upon the completion of prototype Phase 1 and either a binding collaboration with a recognized quantum hardware provider or filing of a patent within 18 months of closing.
• An additional 8% of the Company’s issued and outstanding capital stock upon the completion of prototype Phase 2 and either a technical validation report from a recognized design partner confirming successful beta performance or filing of an additional patent within 30 months of closing.
• An additional 11% of the Company’s issued and outstanding capital stock following beta testing of the platform with partners and/or filing of another additional patent within 36 months of closing.

The completion of the Acquisition and issuance of shares of common stock and pre-funded warrants remains subject to final due diligence, execution of definitive agreements, regulatory approvals, approval of the Company’s stockholders in accordance with Nasdaq rules, and customary closing conditions.

“We believe that this refined structure terms aligns incentives with performance and enhances shareholder value while preserving full upside in Quantum’s breakthrough technology,” said Amihay Hadad, CEO of Viewbix. “As an innovative Company, we are excited to move forward with a deal that rewards execution and positions Viewbix at the forefront of quantum innovation.”

Viewbix continues to advance its transformation, recently completing the divestiture of Cortex Media Group and securing $3 million in premium-priced financing, which is expected to close 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.

About Viewbix Inc.

Viewbix, through certain of its subsidiaries Gix Media Ltd. and Metagramm Software Ltd., operates in the field of digital advertising. Gix Media 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. Metagramm is a developer of grammatical error correction software. The company offers tools for writing and reviewing, grammar, spelling, punctuation and style features, as well as translation and multilingual dictionaries, using artificial intelligence and machine learning technology.

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 signing of definitive agreements with Quantum X Labs, the timing and completion of the Acquisition, the receipt of regulatory approvals, the receipt of approval by the Company’s stockholders and the satisfaction of closing conditions related to the Acquisition. 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 did Viewbix (VBIX) agree to pay for Quantum X Labs on Nov 14, 2025?

Viewbix agreed to acquire 100% of Quantum in exchange for initial equity equal to 40.0% of post-closing stock plus performance-based earn-outs up to 65.0% overall.

How much is the PIPE financing tied to the VBIX–Quantum transaction and when will it close?

The PIPE is $3.0 million and is expected to close in December 2025, subject to customary closing conditions.

What milestones unlock additional shares in the VBIX acquisition of Quantum and what are the timelines?

Milestones: 6% at prototype Phase 1 plus partner or patent within 18 months; 8% at prototype Phase 2 plus validation or patent within 30 months; 11% after beta testing or additional patent within 36 months.

What is the maximum possible equity issuance to Quantum shareholders under the updated VBIX term sheet?

Including the Initial Shares, the aggregate issuance may reach up to 65.0% of the company’s issued and outstanding capital stock.

What approvals does Viewbix need before closing the Quantum acquisition?

Closing requires final due diligence, execution of definitive agreements, regulatory approvals, and approval by Viewbix shareholders per Nasdaq rules.

How might the updated acquisition terms affect current VBIX shareholders?

Current shareholders face potential dilution from an initial 40.0% issuance and up to 65.0% if earn-outs vest over the 18–36 month milestones.