Viewbix Signs Definitive Agreement to Acquire Quantum X Labs- A Hub for Quantum Algorithms, Navigation and Atomic Clocks

Rhea-AI Summary

Viewbix (Nasdaq: VBIX) entered a definitive share purchase agreement to acquire between 85%–100% of Quantum X Labs, subject to closing conditions and approvals on or before 90 calendar days from Dec 16, 2025.

At closing, Viewbix will issue common stock and pre-funded warrants equal to about 40% of issued capital (inclusive of a concurrent $3 million PIPE), with up to an additional 25% of capital payable on post-close milestones. The deal includes Quantum’s four portfolio companies and a patent for AI-quantum error correction claiming up to a 50% reduction in surface-code decoding overhead.

Positive

• Acquisition target includes four quantum portfolio companies
• Patent portfolio with AI-quantum error correction claiming up to 50% overhead reduction
• Transaction can close within 90 calendar days if conditions met

Negative

• Issuance representing up to 40% of outstanding capital at closing (dilution)
• Contingent additional issuance up to 25% on milestones (further dilution)
• Closing contingent on 85%+ Quantum shareholder execution, due diligence, Nasdaq approval

News Market Reaction

-24.83% 44.3x vol

30 alerts

-24.83% News Effect

+11.9% Peak Tracked

-37.5% Trough Tracked

-$5M Valuation Impact

$16M Market Cap

44.3x Rel. Volume

On the day this news was published, VBIX declined 24.83%, reflecting a significant negative market reaction. Argus tracked a peak move of +11.9% during that session. Argus tracked a trough of -37.5% from its starting point during tracking. Our momentum scanner triggered 30 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $5M from the company's valuation, bringing the market cap to $16M at that time. Trading volume was exceptionally heavy at 44.3x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Acquisition stake range: 85%–100% Initial equity issuance: 40% Additional earn-out issuance: 25% +5 more

8 metrics

Acquisition stake range 85%–100% Quantum X Labs share capital targeted in Definitive Agreement

Initial equity issuance 40% Common stock and pre-funded warrants of VBIX at closing

Additional earn-out issuance 25% Potential post-closing consideration in stock and/or pre-funded warrants

PIPE financing $3 million Previously announced PIPE included in initial 40% issuance

Portfolio companies 4 companies Quantum X Labs portfolio engaged in multiple quantum segments

Error-correction overhead reduction 50% Reduction in computational overhead vs traditional methods

Minimum Quantum shareholder approval 85% Quantum holders required to sign or join the Definitive Agreement

Expected closing timeline 90 days Target completion within 90 calendar days of Definitive Agreement

Market Reality Check

Price: $1.87 Vol: Volume 12,481 vs 20-day a...

low vol

$1.87 Last Close

Volume Volume 12,481 vs 20-day average 35,942 – trading on relatively light activity. low

Technical Shares trade below the $4.03 200-day MA, at $1.49, near the $1.38 52-week low and far from the $12.00 high.

Peers on Argus

VBIX is down 5.1% while key peers show mixed moves (e.g., SCOR +7.9%, ZDGE -4.64...

VBIX is down 5.1% while key peers show mixed moves (e.g., SCOR +7.9%, ZDGE -4.64%). This points to a stock-specific reaction rather than a sector-wide move.

Historical Context

5 past events · Latest: Nov 14 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 14	Acquisition terms update	Positive	+2.5%	Reduced initial Quantum X Labs equity issuance to 40% with milestone earn-outs.
Nov 12	Asset sale & strategy	Positive	+1.8%	Sale of Cortex Media and disclosure of shift toward quantum technologies.
Nov 05	Private placement	Negative	-42.3%	Announced $3.0M equity financing with units and warrants at premium pricing.
Nov 05	Initial Quantum deal	Negative	-42.3%	Non-binding term sheet for Quantum X Labs at 65% post-closing equity to sellers.
Jul 16	Uplist & placement	Positive	+0.9%	Nasdaq uplisting and $4.5M private placement to fund new opportunities.

Pattern Detected

News-driven moves have generally aligned with tone: strategic shifts and uplisting saw modest gains, while equity-heavy financing and earlier Quantum X Labs terms coincided with sharp declines.

Recent Company History

Over the last six months, VBIX has shifted from legacy ad-tech toward advanced technologies. The company uplisted to Nasdaq and raised about $4.5 million in July 2025, then announced a $3.0 million private placement and a proposed acquisition of Quantum X Labs on Nov 5, which coincided with a -42.32% move. A refined Quantum deal on Nov 14 targeting 40% initial equity issuance saw a smaller 2.46% gain. Today’s definitive acquisition agreement continues this pivot into quantum computing.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-08-05

VBIX has an active S-3 shelf registration dated 2025-08-05 expiring on 2028-08-05, with no recorded usage yet and not marked effective in the provided data. This framework can facilitate future registered capital raises if made effective and utilized.

Market Pulse Summary

The stock dropped -24.8% in the session following this news. A negative reaction despite the strateg...

Analysis

The stock dropped -24.8% in the session following this news. A negative reaction despite the strategic rationale fits prior patterns where equity-heavy Quantum X Labs transactions and financings coincided with steep declines, including a -42.32% move on earlier term sheet news. The definitive deal contemplates issuing up to 40% of current capital at closing plus up to 25% in milestones, which may raise dilution concerns. An active but unused S-3 shelf also provides a framework for additional capital raises over time.

Key Terms

pre-funded warrants, PIPE financing, quantum error correction, surface code, +2 more

6 terms

pre-funded warrants financial

"Viewbix will issue shares of its common stock and pre-funded warrants representing up to..."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

PIPE financing financial

"...inclusive of shares to be issued concurrently via the previously announced $3 million PIPE financing."

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

quantum error correction technical

"...including an innovative patent in quantum error correction, sub-licensed in collaboration..."

Quantum error correction is a set of methods for detecting and fixing mistakes in quantum computers by encoding fragile quantum information across multiple physical parts, much like using multiple copies or checksums to protect a sensitive digital file. For investors, it matters because reliable error correction is a key technical milestone that determines whether quantum machines can scale from experimental devices to practical tools that could disrupt computing, encryption, drug discovery and other industries.

surface code technical

"...real-time decoding of surface code errors—reducing computational overhead by up to 50%..."

A surface code is a method used in quantum computing to detect and correct errors by arranging qubits in a grid where patterns of measurements reveal faults, much like a quilt pattern helping you spot and mend a torn patch. It matters to investors because robust error correction is a key hurdle to building practical, scalable quantum computers; progress or setbacks in surface-code implementations can materially affect a company’s technology roadmap, costs, timelines and competitive position.

fault-tolerant quantum computing technical

"...reducing computational overhead by up to 50% compared to traditional methods and supporting scalable fault-tolerant quantum computing."

Fault-tolerant quantum computing is the ability of a quantum computer to keep producing correct results even when its basic parts make mistakes, by detecting and fixing errors and using redundancy so the machine continues to work reliably. For investors, it matters because fault tolerance is the key to scaling quantum machines from experimental demos into practical, revenue-generating systems—think of it like having backups and automatic repairs that make a prototype road-ready and lower the technology’s commercial and technical risk.

Form 8-K regulatory

"Additional information... was made in the Company’s Current Report on Form 8-K filed..."

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. Not financial advice.

The acquisition, which is subject to closing conditions, would encompass Quantum’s proprietary intellectual property portfolio, including an innovative patent for AI-Quantum Error Correction

Tel Aviv, Israel, Dec. 16, 2025 (GLOBE NEWSWIRE) -- Viewbix Inc. (Nasdaq: VBIX) (“Viewbix” or the “Company”), an advanced technologies company, announced today that it has entered into a definitive share purchase agreement (the “Definitive Agreement”) with Quantum X Labs Ltd. (“Quantum”) and certain of its shareholders to acquire up to 100% and not less than 85% of Quantum’s issued and outstanding share capital on a fully diluted basis.

Under the terms of the agreement:

• At closing, Viewbix will issue shares of its common stock and pre-funded warrants representing up to approximately 40% of the Company’s issued and outstanding capital stock as of the date of the Definitive Agreement (inclusive of shares to be issued concurrently via the previously announced $3 million PIPE financing).
• Additional consideration representing up to approximately 25% of the Company’s issued and outstanding capital stock as of the date of the Definitive Agreement may be issued in the form of common stock and/or pre-funded warrants upon Quantum achieving certain milestones post-closing.

Quantum currently owns and operates four portfolio-companies, each dealing with a different quantum segment and challenge. The portfolio-companies are engaged in developing and promoting quantum algorithms for the transportation, drug discovery and security segments as well as developing quantum-based GPS replacement and quantum atom accuracy solutions.

This acquisition would also encompass Quantum’s proprietary intellectual property portfolio, including an innovative patent in quantum error correction, sub-licensed in collaboration with Ramot, the technology transfer company of Tel Aviv University. This intellectual property addresses critical challenges in noisy intermediate-scale quantum devices by enabling efficient, real-time decoding of surface code errors—reducing computational overhead by up to 50% compared to traditional methods and supporting scalable fault-tolerant quantum computing.

At any time prior to the closing date of the acquisition, a Quantum shareholder that that does initially execute the Definitive Agreement may become a party to the Definitive Agreement by executing a joinder. Upon delivery of a fully executed joinder, such Quantum shareholder shall become a party to the Definitive Agreement for all purposes with respect to its holding in Quantum, and shall be bound by all applicable terms, conditions, covenants, representations, warranties and obligations contained in the Definitive Agreement as if an original signatory thereto.

Completion of the acquisition is expected to occur within 90 calendar days of the date of the Definitive Agreement remains subject to final due diligence, regulatory approvals, the approval of the Company’s stockholders in accordance with applicable rules or regulations of the Nasdaq Stock Market LLC, a number Quantum shareholders holding at least 85% of Quantum’s share capital on a fully diluted basis having executed the Definitive Agreement or other shareholders of Quantum becoming party to the Definitive Agreement at a later date, but prior to the closing date, by executing a joinder, and customary closing conditions.

Additional information relating to the proposed acquisition and the Definitive Agreement was made in the Company’s Current Report on Form 8-K filed on December 15, 2025.

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 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 will Viewbix (VBIX) issue to acquire Quantum X Labs on Dec 16, 2025?

Viewbix will issue common stock and pre-funded warrants representing about 40% of capital at closing (inclusive of a $3M PIPE), plus up to 25% contingent on milestones.

How long will the Viewbix (VBIX) acquisition of Quantum X Labs take to close?

Completion is expected within 90 calendar days of Dec 16, 2025, but remains subject to due diligence and regulatory and stockholder approvals.

What intellectual property does Viewbix acquire in the Quantum X Labs deal?

The acquisition includes Quantum’s IP portfolio, notably a patent for AI-quantum error correction that claims up to a 50% reduction in surface-code decoding overhead.

What shareholder approvals are required for Viewbix (VBIX) to close the Quantum X Labs acquisition?

Closing requires Viewbix stockholder approval under Nasdaq rules and Quantum shareholders representing at least 85% of fully diluted capital to have executed the agreement or joinder.

How will the acquisition affect Viewbix (VBIX) shareholders immediately after closing?

Share issuance equal to ~40% of capital at closing will dilute existing shareholders; up to an additional 25% may vest on milestones.