Viewbix SEC Filings

Viewbix Inc. entered into a securities exchange agreement to acquire at least 85% and up to 100% of Quantum X Labs Ltd. by issuing to Quantum shareholders up to 40.0% of Viewbix’s issued and outstanding capital stock as of December 15, 2025.

The consideration consists of up to 2,666,000 common shares, representing 19.99% of Viewbix’s capital, and pre-funded warrants to purchase up to 4,447,595 shares, with Quantum becoming a subsidiary at closing, which is expected within 90 days subject to due diligence, regulatory, stockholder and other customary approvals.

Quantum shareholders may also receive up to 12,702,847 additional earn-out shares or pre-funded warrants upon achieving milestones tied to five patent applications across at least three quantum sub-fields, a Portfolio Company transaction at a pre-money valuation of at least $20 million, and either a capital raise of at least $10 million or an M&A transaction for Quantum at a pre-money valuation of at least $250 million within up to a 48-month period, with all exchange shares and related warrant shares locked up for 12 months after closing.

Viewbix Inc. (VBIX) announced a new non-binding term sheet to acquire 100% of Quantum X Labs Ltd. The consideration would be equity-based: on a post-closing basis, Quantum’s sellers would receive Viewbix securities equal to 40.0% of the company’s issued and outstanding capital stock, delivered as (i) Common Stock equal to 19.99% (the “Exchange Shares”) and (ii) pre-funded warrants for the balance up to 40.0% (the “Exchange Pre-Funded Warrants”).

The term sheet also permits additional earn-out issuances upon milestones, capped so that Earn Out Securities do not represent more than 65.0% of the company’s issued and outstanding capital stock on a post-closing basis. Milestones include potential issuances of 6% (within 18 months of the Closing Date), an additional 8% (within 30 months), and an additional 11% (within 36 months), tied to prototype progress, collaboration agreements or patent filings, and beta validation.

Completion is subject to final due diligence, definitive agreements, regulatory approvals, stockholder approval under Nasdaq rules, and customary closing conditions.

Viewbix Inc. (VBIX) disclosed that on November 9, 2025, its wholly owned subsidiary Gix Media Ltd. sold its 80% stake in Cortex Media Group Ltd. to Pro Sportority (Israel) Ltd., a subsidiary of Minute Media Inc. The transaction was signed and closed the same day, and, together with agreements with other shareholders and the cancellation of all outstanding options, warrants, and other convertibles, resulted in the buyer owning 100% of Cortex on a fully diluted basis.

Gix Media’s aggregate consideration is $800,000, comprising $200,000 in cash and $600,000 in the form of 5,161 newly issued Preferred J Shares of Minute Media. The Parent retains a call option to repurchase these shares under certain conditions, including insolvency or a change of control of Gix Media. The agreement includes customary representations, warranties, indemnities, and a two‑year non‑compete and non‑solicitation obligation for Gix Media.

Viewbix Inc. (VBIX) signed a non-binding term sheet to acquire 100% of Quantum X Labs. If completed, Quantum’s owners would receive 65.0% of Viewbix’s post‑closing equity, delivered as common stock up to 19.99% (the Exchange Shares) with the balance in pre‑funded warrants. The transaction and issuances are subject to final due diligence, definitive agreements, regulatory approvals, and stockholder approval.

Viewbix also agreed to a concurrent private placement of 800,000 common shares (or pre‑funded warrants in lieu) plus common warrants to purchase up to 800,000 shares at a combined purchase price of $3.75 per share and warrant ($3.7499 with a pre‑funded warrant). Gross proceeds are expected to be about $3.0 million, with a potential additional $4.5 million if the warrants are exercised in cash. Pre‑funded warrants are exercisable at $0.0001 with no expiry until exercised; common warrants are exercisable at $5.625 and expire five years from issuance, each subject to a 4.99% beneficial ownership blocker.

Investors received registration rights for resale; filing is due within 30 days of closing. An advisor will be paid $150,000 and a warrant for 40,000 shares, and about $529,510 of outstanding loans will be repaid at closing. The private placement is expected to close in December 2025, subject to conditions and stockholder approval.

Viewbix Inc. Schedule 13G filed by L.I.A. Pure Capital Ltd. reports beneficial ownership totaling 1,075,385 shares, representing 9.99% of the outstanding common stock. The reported position consists of 962,385 shares held directly and 113,000 shares issuable upon exercise of warrants exercisable within 60 days. The filing states the securities were not acquired to change or influence control of the issuer. The reporting party is organized in Israel and the filing is signed by CEO Kfir Silberman.

Yoresh Eliyahu, a director of Viewbix Inc. (VBIX), acquired 260,000 restricted shares in a private placement at $1.00 per share and reported beneficial ownership of 268,117 shares following that purchase. The filing also discloses a gift of 100,000 shares to his son, reducing his direct beneficial ownership to 168,117 shares, and notes 2,518 shares held indirectly by Yoresh Capital Ltd., an entity he controls.

The 260,000 shares were issued under an exemption from registration and are restricted stock. The Form 4 clarifies the reporting person’s roles at Yoresh Capital Ltd. and disclaims beneficial ownership of the shares held by his son, while noting potential deemed beneficial ownership through his controlled entity.

Viewbix Inc. (VBIX) 10-Q snapshot: The company reported a consolidated net loss of $16.3 million for the six months ended June 30, 2025, versus $9.4 million a year earlier. Cash and cash equivalents were $1.99 million and bank loans totaled $5.39 million as of June 30, 2025, with an accumulated deficit of $42.09 million. Operating cash flow was negative $0.84 million for the six months.

Activity included the acquisition of Metagramm for total consideration of $5.159 million paid in 1,323,000 shares, multiple financing facility agreements (June/July 2024 facilities) with conversions of portions into shares and warrants, and substantial warrant exercise activity that generated proceeds in mid‑2025. The company recorded goodwill impairments related to the digital content reporting unit (noted impairments totaling $3.15 million and prior period amounts), and recognized non‑cash fair value gains on certain financial assets of $10.121 million. Subsequent events show a July 2025 repayment to Leumi of $2.4 million and follow-on financing actions.

MMCAP International Inc. SPC and MM Asset Management Inc. report beneficial ownership of 115,995 shares of Viewbix common stock, equal to 1.75% of the class. The filing shows no sole voting or dispositive power and indicates shared voting and shared dispositive power over the 115,995 shares, meaning the reporters exercise voting and disposition authority jointly rather than individually.

The statement also includes a certification that the securities were not acquired to change or influence control of the issuer. The disclosure indicates ownership of 5% or less and does not identify any holdings above that threshold.