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): July 31, 2024 (July 31, 2024)
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. ☐
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Item 1.01 Entry into a Material Definitive Agreement.
Securities Exchange Agreement
On July 31, 2024, Viewbix Inc. (the “Company” or “Viewbix”), entered into an amended and restated securities exchange agreement (the “Agreement”), with Metagramm Software Ltd., an Israeli company (“Metagramm”) that amends and restates the prior securities exchange agreement entered into on July 30, 2024 between the Company and Metagramm, pursuant to which Viewbix agreed to issue to the Metagramm 9.99% of its issued and outstanding capital stock on a post-closing basis, in exchange for 19.99% of Metagramm’s issued and outstanding share capital on a post-closing basis. The Company and Metagramm each determined that the anticipated synergy of the opposite party presented a mutual benefit, primarily through certain potential collaborative efforts in both R&D and sales and marketing. The parties anticipate to close the Agreement following the effectiveness of an uplisting of the Company’s shares to a national securities exchange.
The Agreement contained customary representations, warranties and agreements by each of the Company and Metagramm. 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 Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing descriptions of the terms of the Agreement are qualified in their entirety by reference to such exhibit.
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 Amended and Restated Securities Exchange Agreement, by and between Viewbix Inc. and Metagramm Software Ltd., dated July 31, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 31, 2024
