Viewbix SEC Filings

Viewbix Inc. files its annual report outlining a company transforming from a pure ad-tech player into a mix of digital advertising, quantum technology and enterprise AI.

The core business remains Gix Media’s search-based digital advertising platform, which relies heavily on a single major search-engine customer that supplied about 81% of Gix Media’s 2025 revenue of $1.2 million. Viewbix sold its Cortex content unit in November 2025 and now presents Cortex as discontinued operations.

Growth now leans on two new wholly owned subsidiaries: Quantum X Labs, a quantum-technology hub with six portfolio companies, and Metagramm, an AI writing-assistance provider. The report highlights substantial doubt about the company’s ability to continue as a going concern, a need to raise additional capital, heightened data-privacy regulation, intense competition from giants such as Google and Microsoft, and geopolitical and currency risks tied to operations in Israel.

Viewbix Inc. schedules a beneficial ownership disclosure showing Capitalink Ltd. beneficially owns 672,007 shares of Common Stock, representing 5.04% of the class as calculated on 13,336,392 shares outstanding provided by the issuer. The filing states the Reporting Person may acquire 377,350 Shares upon exercise of a pre-funded warrant within 60 days, subject to a 4.99% beneficial ownership blocker.

The Schedule 13G is signed by Lavi Krasney, Chief Executive Officer, and the reporting address and citizenship for Capitalink Ltd. are shown as Tel Aviv, Israel and Israel, respectively.

Viewbix Inc. director Yoresh Eliyahu acquired equity in the company through a share exchange with Quantum X Labs Ltd. On March 4, 2026, he received 179,159 shares of common stock and pre-funded warrants to purchase up to 88,675 additional common shares under a Securities Exchange Agreement.

The pre-funded warrants carry an exercise price of $0.0001 per share and will not expire until exercised in full. The filing also lists 2,518 common shares held indirectly through Yoresh Capital Ltd., which are reported for informational purposes with no new transaction in those securities.

Viewbix Inc. obtained written consent from holders of 51.93% of its common stock to approve three key actions without holding a shareholder meeting. Stockholders approved the issuance of up to 20,488,442 shares of common stock tied to a PIPE financing, warrants and the Quantum X Labs Ltd. acquisition, compared with 10,670,392 shares outstanding as of January 6, 2026. The PIPE is expected to raise about $1.4 million in gross proceeds, with additional proceeds possible from warrant exercises, and supports both funding and the Quantum transaction.

Holders also re-elected the existing board across all three director classes, keeping the staggered board structure in place. In addition, the board received discretionary authority to implement one or more reverse stock splits in a range from 1‑for‑2 up to 1‑for‑20 within two years, primarily to help maintain Nasdaq listing compliance and potentially broaden institutional interest. The reverse split would not change authorized shares, so it would increase the pool of unissued shares available for future use.

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. (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. reported changes to its board of directors. On September 25, 2025, chief executive officer Amihay Hadad and director Liron Carmel resigned from the board, effective immediately, with Mr. Hadad continuing in his role as CEO. The company stated these resignations were not due to any disagreement with its operations, policies, or practices.

The board simultaneously appointed Ronen Rosenbloom and Kineret Tzedef as new directors, also effective immediately. Mr. Rosenbloom joined the compensation committee and Ms. Tzedef joined the audit committee, and the board determined that both are independent under SEC and Nasdaq rules. Each will receive the same compensation as other non-executive directors and is expected to sign the company’s standard indemnity agreement.