Viewbix sells Cortex stake for $800,000; receives 5,161 preferreds

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

Divestiture for $800k; part cash, part senior preferred equity.

Viewbix, via Gix Media, exited its stake in Cortex, receiving $200,000 cash and $600,000 in 5,161 Preferred J Shares of Minute Media. The deal closed on November 9, 2025 and consolidates 100% ownership of Cortex with the buyer after canceling outstanding convertibles.

The consideration mixes immediate liquidity with preferred equity whose value realization depends on Parent share terms and any transfer constraints. A call option allows the Parent to repurchase the preferred shares upon conditions like insolvency or change of control at Gix Media, which could affect upside.

Key mechanics include a two-year non‑compete/non‑solicit by Gix Media and standard indemnities. Actual impact hinges on the preferred share features and any exercise of the call option; subsequent disclosures may detail those terms.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Viewbix (VBIX) announce regarding Cortex?

Gix Media sold its 80% stake in Cortex to Pro Sportority, and after related steps the buyer owns 100% of Cortex on a fully diluted basis.

What is the total consideration and its breakdown for the Cortex sale?

Aggregate consideration is $800,000: $200,000 in cash and $600,000 via 5,161 Preferred J Shares of Minute Media.

When did the Cortex transaction close?

It was signed and closed on November 9, 2025.

Who is the buyer of Cortex from Viewbix’s subsidiary?

The buyer is Pro Sportority (Israel) Ltd., a subsidiary of Minute Media Inc.

What post-closing covenants apply to Gix Media?

Gix Media agreed to a two-year non‑compete and non‑solicitation.

Is there any option affecting the preferred shares received?

Minute Media retains a call option to repurchase the Preferred J Shares under certain conditions, including insolvency or change of control of Gix Media.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/12/2025 - 04:30 PM Learn about SEC filing dates

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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 9, 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.

On November 9, 2025, Gix Media Ltd. (“Gix Media”), a wholly-owned subsidiary of Viewbix Inc., Cortex Media Group Ltd. (“Cortex”), a majority-owned subsidiary of Gix Media, and certain founders of Cortex (the “Founders”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Pro Sportority (Israel) Ltd. (the “Purchaser”), a subsidiary of Minute Media Inc. (the “Parent”).

Pursuant to the Purchase Agreement, the Purchaser agreed to acquire from Gix Media all of the issued and outstanding share capital of Cortex held by Gix Media, constituting 80% of Cortex’s issued and outstanding share capital, and, together with similar agreements entered into with the other shareholders of Cortex and the cancellation of all outstanding options, warrants, and other convertible securities of the Cortex, will result in the Purchaser owning 100% of Cortex’s issued and outstanding share capital on a fully diluted basis (the “Acquisition”). The Acquisition was signed and closed on November 9, 2025 (the “Closing”). As a result, Cortex became a wholly-owned subsidiary of the Purchaser.

The aggregate consideration payable to Gix Media is $800,000, consisting of (i) $200,000 in cash, and (ii) $600,000 in the form of 5,161 newly issued Preferred J Shares of the Parent (the “Parent Shares”), the most senior class of preferred shares of the Parent. The consideration is subject to customary tax withholding provisions and delivery mechanics as set forth in the Purchase Agreement. The Parent retains a call option to repurchase the Parent Shares from Gix Media under certain conditions, including insolvency or a change of control of Gix Media.

The Purchase Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature. In addition, Gix Media is subject to a two-year non-compete and non-solicitation covenant following the Closing.

The foregoing description of the Purchase Agreement is not complete, and is qualified in its entirety by reference to the full text of such 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 12, 2025