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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): November 5, 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 1.01 |
Entry into a Material Definitive Agreement. |
Non-Binding
Termsheet for Acquisition
On
November 5, 2025, Viewbix Inc. (the “Company”) entered into a non-binding term sheet with
Quantum X Labs Ltd., an Israeli company (“Quantum”),
a cutting-edge quantum computing and AI company focusing on advancing technologies in quantum algorithmics and quantum physics, and all
of the shareholders of Quantum (the “Quantum Shareholders”) with respect to a strategic transaction to acquire (the “Acquisition”)
100% of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis in exchange for the issuance of
65.0% of the Company’s issued and outstanding capital stock, including the Private Placement Shares (as defined below) issued in
the Private Placement Offering (as defined below), on post-closing basis of the Acquisition and the Private Placement Offering consisting
of (i) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) representing 19.99% of
the Company’s issued and outstanding capital stock (the “Exchange Shares), including the Private Placement Shares (as defined
below) issued in the Private Placement Offering (as defined below), and (ii) pre-funded warrants to purchase shares of Common Stock representing
the balance of the 65.0% less the Exchange Shares (the “Exchange Pre-Funded Warrants” and together with the Exchange Shares,
the “Viewbix Exchange Securities”). The completion of the Acquisition and the issuance of Viewbix Exchange Securities is
subject to final due diligence, the execution of definitive agreements, regulatory approvals, the approval of the Company’s stockholders
in accordance with applicable rules or regulations of the Nasdaq Stock Market LLC (the “Stockholder Approval”) and customary
closing conditions.
Private
Placement
On
November 5, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited
investors pursuant to which the Company agreed to sell and issue in a private placement (the “Private Placement Offering”)
an aggregate of 800,000 shares of Common Stock (the “Private Placement Shares”) or pre-funded warrants to purchase shares
of Common Stock (the “Pre-Funded Warrants”) in lieu of the Private Placement Shares. Each Private Placement Share and Pre-Funded
Warrant will be sold together with a number of warrants equal to the aggregate number of Private Placement Shares and Pre-Funded Warrants
sold in the Private Placement Offering, or in total warrants to purchase up to an aggregate of 800,000 shares of Common Stock (the “Common
Warrants” and together with the Pre-Funded Warrants, the “Warrants”, and the Warrants together with the Private Placement
Shares, the “Securities”), at a combined purchase price of $3.75 per Private Placement Share and accompanying Common Warrant
and $3.7499 per Pre-Funded Warrant and accompanying Common Warrant.
The
Private Placement Offering and the issuance of the Securities is expected to close during December 2025, subject to the satisfaction
of customary closing conditions, receipt of the Stockholder Approval and the execution of definitive agreements related to the Acquisition.
The Private Placement Offering was made without an underwriter, placement agent, broker, or dealer.
The
Pre-Funded Warrants will be immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until
exercised in full. The Common Warrants will be immediately exercisable upon issuance at an exercise price of $5.625 per share, subject
to adjustment as set forth therein, and will expire five years from the issuance date. The Common Warrants may be exercised on a cashless
basis if there is no effective registration statement registering the shares of Common Stock underlying the Common Warrants. A holder
of the Warrants will not have the right to exercise any portion of its Warrants if the holder (together with such holder’s affiliates,
and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial
ownership of shares of Common Stock would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially
own shares of Common Stock in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to
such exercise.
In
connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”)
with each investor. Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement (the
“Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the
Private Placement Shares and the shares of Common Stock issuable upon exercise of the Warrants within thirty (30) calendar days after
the Closing Date (the “Filing Date”), and to have such Registration Statement declared effective within sixty (60) calendar
days after the Filing Date in the event the Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the Filing
Date in the event the Registration Statement is reviewed by the SEC. If, due to a shutdown or suspension of operations of the U.S. federal
government or the SEC, the Registration Statement cannot be declared effective, the Company shall not be deemed to be in breach of the
Registration Rights Agreement for failure to cause such Registration Statement to be declared effective during such period.
The
Purchase Agreement and the Registration Rights Agreement contain representations, warranties, indemnification and other provisions customary
for transactions of this nature.
The
Company also entered into an advisory agreement (the “Advisory Agreement”) with L.I.A. Pure Capital Ltd. (“the Advisor”)
pursuant to which the Advisor agreed to provide advisory services in connection with the Private Placement Offering. The Company agreed
to pay a commission to the Advisor of (i) a cash fee of $150,000 and (ii) a warrant to purchase 40,000 shares of Common Stock (the “Advisor
Warrant”). Payment of the commission is conditioned upon the closing of the Private Placement Offering. The Advisor Warrant will
have the same terms as the Common Warrants issued in the Private Placement Offering. In addition, in connection with the closing of the
Private Placement Offering, the Company shall repay the outstanding loan amount owed to the Advisor pursuant to that certain Amended
and Restated Facility Agreement, dated July 22, 2024, by and between the Company and by and between such lenders set forth in Schedule
1 thereto, including the Advisor, which as of November 5, 2025, is approximately $529,510, which includes the principal portion and accrued
interest as of such date.
Aggregate
gross proceeds to the Company in respect of the Private Placement Offering are expected to be approximately $3.0 million, before deducting
fees payable to the Advisor and other offering expenses payable by the Company. If the Warrants are exercised in cash in full this would
result in an additional $4.5 million of gross proceeds.
The
Private Placement Shares, the Warrants to be issued in the Private Placement Offering and the shares of Common Stock underlying the Warrants
are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”). The investors have represented that they are accredited investors, as that term
is defined in Regulation D, or qualified institutional buyers as defined in Rule 144(A)(a), and have acquired such securities for their
own account and have no arrangements or understandings for any distribution thereof. The offer and sale of the foregoing securities is
being made without any form of general solicitation or advertising. None of the Private Placement Shares, the Warrants to be issued in
the Private Placement Offering, nor the shares of Common Stock underlying the Warrants have been registered under the Securities Act
or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to
an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable
state securities laws.
This
Current Report on Form 8-K (this “Current Report”) shall not constitute an offer to sell or the solicitation to buy nor shall
there be any sale of the 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.
The
foregoing descriptions of the Purchase Agreement, the Pre-Funded Warrants, the Common Warrants and the Registration Rights Agreement
are not complete, and are qualified in their entireties by reference to the full text of such documents, copies of which are filed as
Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report and are incorporated by reference herein.
Warning
Concerning Forward Looking Statements
This
Current Report contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and other securities laws. For example, this Current Report states that the Private Placement Offering is expected
to close in December 2025. In fact, the closings of the Private Placement Offering and the Acquisition are each subject to various conditions
and contingencies as are customary in transactions of such nature in the United States. In addition, the Company is using forward-looking
statements when it discusses the completion of final due diligence, the execution of definitive agreements, approval by the Company’s
stockholders and the satisfaction of customary closing conditions. These forward looking statements are based upon the Company’s
present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons,
including some reasons which are beyond the Company’s control. For this reason, among others, you should not place undue reliance
upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update
any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
The
information under Item 1.01 of this Current Report regarding the unregistered securities described herein is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Pre-Funded Warrant |
| 10.3 |
|
Form of Common Warrant |
| 10.4 |
|
Form of Registration Rights Agreement |
| 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:
November 5, 2025
