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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): December 15, 2025
VIEWBIX
INC.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File No.: 000-15746
| 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 73-391-2900
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.
Securities
Exchange Agreement
On
December 15, 2025 (the “Effective Date”), Viewbix Inc. (the “Company”) entered into a securities
exchange agreement (the “Agreement”) with Quantum X Labs Ltd., an Israeli company (“Quantum”),
and certain of the shareholders of Quantum (the “Quantum Shareholders”), pursuant to which the Company agreed to issue
to the Quantum Shareholders an aggregate of up to 40.0% of the Company’s issued and outstanding capital stock as of the Effective
Date, inclusive of the 800,000 shares of the Company’s common stock issuable by the Company in a private placement pursuant to
the securities purchase agreement, dated November 5, 2025, between the Company and each purchaser identified on the signature pages thereto
(the “Private Placement Shares”), consisting of (i) up to 2,666,000 shares of the Company’s common stock, representing
19.99% of the Company issued and outstanding capital stock (the “Viewbix Exchange Shares”), inclusive of the Private
Placement Shares, and (ii) pre-funded warrants to purchase up to 4,447,595 shares of the Company’s common stock, representing the
balance of the up to 40.0%, as of the Effective Date, less the Viewbix Exchange Shares (the “Viewbix Exchange Pre-Funded Warrants”
and together with the Viewbix Exchange Shares, the “Viewbix Exchange Securities”), in exchange for up to 100%, but
not less than 85%, of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to up to
589,319 of Quantum’s ordinary shares (the “Quantum Exchange Securities” and together with the Viewbix Exchange
Securities, the “Exchange Securities”) (the “Acquisition”).
The
completion of the Acquisition and the issuances of Exchange Securities are expected to occur within 90 calendar days of the Effective
Date (such date, the “Closing Date”) and are 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 Agreement or other shareholders
of Quantum (each an “Additional Quantum Shareholder”) becoming party to the Agreement at a later date, but prior to
the Closing Date, by executing a joinder (the “Joinder”), and customary closing conditions. Upon the closing of the
Acquisition, Quantum would become a subsidiary of the Company.
In
addition, pursuant to the Agreement, the Company may issue up to 12,702,847 additional shares of the Company’s common stock
or pre-funded warrants to purchase shares of the Company’s common stock (collectively, the “Earn-Out Securities”),
upon the achievement of certain milestones as follows: (i) the issuance of up to 1,975,998 Earn-Out Securities upon the submission
of five (5) patent applications including provisional applications in total, across at least three (3) distinct sub-fields within the
quantum sector, by the Quantum or any of its Portfolio Companies (as defined in the Agreement) during the 18-month period following the
Closing Date, (ii) the issuance of up to 3,436,519 Earn-Out Securities upon the closing of listing, public offering, or an M&A Transaction
of any Portfolio Company of Quantum, at a pre-money valuation of no less than $20 million during the twenty four-month period following
the Closing Date, and (iii) the issuance of up to 7,290,330 Earn-Out Securities upon the earlier of: (1) a capital raise of at least
$10 million into either the Company or Quantum at a pre-money valuation of no less than $250 million; or (2) closing of any M&A Transaction
Quantum, at a pre-money valuation not less than $250 million during the 48-month period following the Closing Date. Subject to the Agreement,
the Earn-Out Securities may become issuable to the Quantum Shareholders only following the 12-month anniversary of the Closing Date,
and only upon achievement of the applicable earn-out milestones set forth above.
At
any time prior to the Closing Date, an Additional Quantum Shareholder that does execute the Agreement on the Effective Date may become
a party to the Agreement by executing a Joinder to be delivered to the Company and Quantum. Upon delivery of a fully executed Joinder,
such Additional Quantum Shareholder shall become a party to the Agreement for all purposes with respect to its Quantum Exchange Shares,
and shall be bound by all applicable terms, conditions, covenants, representations, warranties and obligations contained in the Agreement
as if an original signatory thereto.
The
Viewbix Exchange Shares and the shares of common stock issuable upon the exercise of the Viewbix Exchange Pre-Funded Warrants issuable
to the Quantum Shareholders will be subject to a 12-month lock-up period following the Closing Date, subject to certain exceptions. The
Viewbix Exchange Pre-Funded Warrants and the pre-funded warrants issuable as Earn-Out Securities will be immediately exercisable upon
issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. In connection with a request for a tax
ruling with the Israeli Tax Authority, the shares of the Company’s common stock issued at the closing shall be held in escrow for
30 days from the closing for the benefit of the Quantum Shareholders.
The
Agreement contains customary representations, warranties and agreements by each of the Company, Quantum and Quantum Shareholders. The
representations, warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such agreement and were subject to limitations agreed upon by the contracting parties.
The
foregoing descriptions of the Agreement and the Pre-Funded Warrants 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 and 10.2, respectively, to this Current Report on Form
8-K (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 completion of the Acquisition is subject
to various conditions and contingencies as are customary in transactions of such nature in the United States. The Company is using forward-looking
statements when it discusses the completion of final due diligence, regulatory approvals, 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 Securities Convertible or Exercisable into Equity Securities.
The
information regarding the issuance of securities set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 3.02.
The
shares of common stock described in this Item 3.02 of this Current Report on Form 8-K have been or will be issued in reliance upon the
exemption from the registration requirements in Regulation S under the Securities Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit
Description |
| 10.1* |
|
Form
of Securities Exchange Agreement, by and between Viewbix Inc., Quantum X Labs Ltd. and the shareholders of Quantum X Labs Ltd.,
dated December 15, 2025 |
| 10.2 |
|
Form of Pre-Funded Warrant |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*Certain
schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit
will be furnished to the SEC upon request.
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:
December 15, 2025
