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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): September 25, 2025
VIEWBIX
INC.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File No.: 001-42681
| Delaware |
|
68-0080601 |
| (State
of Incorporation) |
|
(I.R.S.
Employer Identification No.) |
| 3
Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel |
|
6971068 |
| (Address
of Registrant’s Office) |
|
(ZIP
Code) |
Registrant’s
Telephone Number, including area code: +972 9-774-1505
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
September 25, 2025, each of Mr. Amihay Hadad, the chief executive officer of Viewbix Inc. (the “Company”) and a member of
the Company’s board of directors (the “Board”), and Mr. Liron Carmel, a member of the Board, the compensation committee
of the Board (the “Compensation Committee”), and the audit committee of the Board (the “Audit Committee”), tendered
his resignation from the Board, effective immediately. Mr. Hadad will continue to serve as the Company’s chief executive officer.
As
a result of such resignations, the Board appointed Mr. Ronen Rosenbloom and Ms. Kineret Tzedef to the Board, effective immediately. In
connection with such appointments, Mr. Rosenbloom was also appointed as a member of the Compensation Committee and Ms. Tzedef was also
appointed as a member of the Audit Committee. The Board has determined that each of Mr. Rosenbloom and Ms. Tzedef is independent under
the applicable rules of the SEC and The Nasdaq Stock Market
Each
of Mr. Rosenbloom and Ms. Tzedef will receive the same compensation as the other non-executive members of the Board. The Company’s
directors’ compensation program is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31,
2024. The Company also expects each of Mr. Rosenbloom and Ms. Tzedef to enter into the Company’s standard indemnity agreement for
directors and officers.
There
is no arrangement or understanding between each of Mr. Rosenbloom and Ms. Tzedef and any other persons pursuant to which each of Mr.
Rosenbloom and Ms. Tzedef was appointed as a director. In addition, each of Mr. Rosenbloom and Ms. Tzedef is not a party to any transaction,
or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The
resignations of Mr. Hadad and Mr. Carmel from the Board were not the result of any disagreement with the Company, the Board or the Company’s
management on any matter relating to the Company’s operations, policies, practices or otherwise.
Background
of New Members of the Board
Ronen
Rosenbloom has served as a member of the board of directors of N2OFF. Inc. (Nasdaq: NITO) since August 2020. Mr. Rosenbloom
is an independent lawyer and has been working for a self-owned law firm specializing in white collar offences since 2004. Mr. Rosenbloom
previously served on the board of directors of Xylo Technologies Ltd. (Nasdaq: XYLO) from 2018 to 2025 and Odysight.ai Inc. (Nasdaq:
ODYS) (f/k/a ScoutCam Inc.) from 2019 to 2023. Prior to that, Mr. Rosenbloom served as chairman of the Israeli Money Laundering Prohibition
committee and the Prohibition of Money Laundering Committee of the Tel Aviv District, both of the Israel Bar Association from November
2015 to December 2019. Mr. Rosenbloom holds an LL.B. from the Ono Academic College, an Israeli branch of University of Manchester.
Kineret
Tzedef has served as a member of the board of directors of Charging Robotics Inc. (OTC: CHEV) since September 2025. Ms. Tzedef previously
served as a member of the board of directors of Xylo Technologies Ltd. (Nasdaq: XYLO) from 2019 to 2025. Ms. Tzedef also serves as a
director of sports division and served in other positions at Hapoel Organization (Israeli Sport Federation) since 2007. Ms. Tzedef serves
as an external director at Upsellon Brands Holdings Ltd. (TASE: UPSL), and as an external director of Augwind Energy Tech Storage Ltd.
(TASE: AUGN). Ms. Tzedef is admitted to the Israel Bar Association since 2014. Ms. Tzedef holds a LL.B. from the Academic Center for
Law and Science, Israel and a B.Ed. in Law Study from the Academic College at Wingate, Israel.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Viewbix
Inc. |
|
| |
|
|
| By: |
/s/
Amihay Hadad |
|
| Name: |
Amihay
Hadad |
|
| Title: |
Chief
Executive Officer |
|
Date:
September 26, 2025
