Viewbix Inc. 8-K

What Happened
Viewbix Inc. (VBIX) filed an 8‑K reporting that it amended a securities purchase agreement originally entered November 5, 2025, after the company acquired 85.01% (not 100%) of Quantum X Labs Ltd. On January 1, 2026, Viewbix agreed to sell an aggregate of 800,000 common shares (or pre‑funded warrants in lieu of shares) together with warrants to purchase up to 640,000 common shares as part of a private placement expected to close in Q1 2026, subject to customary conditions and required stockholder approval (including approval related to the Acquisition).

Key Details

• Amount offered: 800,000 Private Placement Shares (or Pre‑Funded Warrants) with up to 640,000 Common Warrants (80% ratio).
• Pricing: $1.75 per Private Placement Share plus accompanying Common Warrant; $1.74999 per Pre‑Funded Warrant plus accompanying Common Warrant.
• Proceeds: Aggregate gross proceeds expected to be approximately $1.4 million (before fees); full cash exercise of warrants would add up to $1.68 million.
• Warrant terms: Pre‑Funded Warrants exercisable immediately at $0.00001 per share (no expiry until fully exercised). Common Warrants exercisable immediately at $2.625 per share, expire in 5 years, and can be cashlessly exercised if underlying shares aren't registered. Holder exercise limited to avoid >4.99% beneficial ownership post‑exercise.
• Advisory fees: Advisor L.I.A. Pure Capital Ltd. to receive $70,000 cash and a 32,000‑share Advisor Warrant (same terms as Common Warrants) upon closing; Company will also repay $200,000 of an outstanding loan to the Advisor.
• Registration rights & exemption: Investors granted registration rights (Company must file resale registration within 30 days of closing and have it declared effective within specified periods). Securities offered under an exemption from SEC registration (Section 4(a)(2)); investors are accredited or qualified institutional buyers.

Why It Matters
This amendment links the financing to the revised scope of Viewbix’s acquisition of Quantum X Labs (85.01% rather than 100%), and secures near‑term funding expected to be about $1.4M to support the business and the transaction. The structure (shares or pre‑funded warrants plus a large package of warrants) dilutes current shareholders if exercised, and the stockholder approval requirement means closing depends on investor votes. Investors should note the warrant exercise prices, potential additional capital if warrants are exercised, advisor fees and loan repayment, and the resale registration timeline that affects liquidity of the newly issued securities.