Viewbix Inc. Secures $1M Via Promissory Note

TL;DR

Viewbix just took out a $1M loan, might be good or bad.

AI Summary

On June 18, 2024, Viewbix Inc. entered into a material definitive agreement, specifically a promissory note with an aggregate principal amount of $1,000,000. This agreement creates a direct financial obligation for the registrant. The company also reported unregistered sales of equity securities.

Why It Matters

This $1 million promissory note represents a significant financial obligation for Viewbix Inc., potentially impacting its cash flow and future financial strategy.

Risk Assessment

Risk Level: medium — The issuance of a promissory note and unregistered sales of equity securities can indicate financial strain or a need for capital, carrying inherent risks.

Key Numbers

• $1.0M — Promissory Note Principal (Represents a new financial obligation for Viewbix Inc.)

Key Players & Entities

• Viewbix Inc. (company) — Registrant
• $1,000,000 (dollar_amount) — Aggregate principal amount of promissory note
• June 18, 2024 (date) — Date of material definitive agreement
• June 20, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $1 million — eement (the "Facility Agreement") for a $1 million (the "Facility Loan Amount") credit fac
• $530,657 — emplates the inclusion of an additional $530,657 of outstanding debt owed by the Company
• $0.0001 — any's shares of common stock, par value $0.0001 per share (the "common stock") to a nat
• $350,000 — chedule as follows: (i) an aggregate of $350,000 drawn down on the date of the Facility
• $150,000 — acility Agreement, (ii) an aggregate of $150,000 drawn down upon the filing of the Facil
• $500,000 — efined below) and (iii) an aggregate of $500,000 drawn down upon the effectiveness of th
• $183,679 — e Prior Loan Amount", which is equal to $183,679 (the "Interest"). The Interest shall be
• $0.25 — of common stock at a conversion rate of $0.25 for each U.S. dollar of Interest accrue
• $662,957 — ng the effectiveness of the Uplist, (i) $662,957 of the Loan Amount will convert into sh
• $1.00 — common stock with an exercise price of $1.00 per share of common stock. The Lead L

Filing Documents

• form8-k.htm (8-K) — 48KB
• ex10-1.htm (EX-10.1) — 115KB
• ex10-2.htm (EX-10.2) — 153KB
• ex10-3.htm (EX-10.3) — 155KB
• 0001493152-24-024432.txt ( ) — 721KB
• vbix-20240620.xsd (EX-101.SCH) — 3KB
• vbix-20240620_lab.xml (EX-101.LAB) — 33KB
• vbix-20240620_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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): June 20, 2024 (June 18, 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.) 11 Derech Menachem Begin Street , Ramat Gan , Israel 5268104 (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. - 2 - Item 1.01 Entry into a Material Definitive Agreement. Item 2.03 Creation of a direct financial obligation or an obligations under an off-balance sheet arrangement Credit Facility On June 18, 2024, Viewbix Inc. (the "Company") entered into a facility agreement (the "Facility Agreement") for a $1 million (the "Facility Loan Amount") credit facility (the "Credit Facility") with certain lenders set forth therein (the "Lenders"). In addition to the Facility Loan Amount, the Facility Agreement contemplates the inclusion of an additional $530,657 of outstanding debt owed by the Company to the Lenders (the "Prior Loan Amount", and together with the Facility Loan Amount, the "Loan Amount"), which Prior Loan Amount is entitled to certain rights under the Credit Facility. The term (the "Term") of the Credit Facility expires 12 months following the effectiveness of an uplisting of the Company's shares of common stock, par value $0.0001 per share (the "common stock") to a national securities exchange (the "Uplist"). The Facility Agreement sets forth a drawdown schedule as follows: (i) an aggregate of $350,000 drawn down on the date of the Facility Agreement, (ii) an aggregate of $150,000 drawn down upon the filing of the Facility Registration Statement (as defined below) and (iii) an aggregate of $500,000 drawn down upon the effectiveness of the Uplist. The Credit Facility will accrue interest at a rate of 12% per annum, and the Company will also pay such interest on the Prior Loan Amount", which is equal to $183,679 (the "Interest"). The Interest shall be payable in (i) shares of common stock at a conversion rate of $0.25 for each U.S. dollar of Interest accrued on the respective Loan Amount, equal to an aggregate of 734,715 shares of common stock (the "Facility Shares") and (b) a warrant to purchase a number of shares of common stock equal to the Facility Shares, in the form attached hereto as Exhibit 10.2 (each a "Facility Warrant"). Immediately following the effectiveness of the Uplist, (i) $662,957 of the Loan Amount will convert into shares of common stock at a conversion rate equal to $0.25 per share of common stock (the "Convertible Stock") and (ii) the Company will issue a Facility Warrant to purchase a number of shares of common stock equal to the Convertible Stock with an exercise price of $0.25 per Share ((i) and (ii), collectively a "Conversion Unit"). Such portion of the Loan Amount that is not converted into a Conversion Unit will remain outstanding and will not convert following the Uplist. For the duration of the Term of the Credit Facility, the lenders may elect to convert such unconverted portion of the Loan Amount into additional Conversion Units or, upon the expiration of the Term, such unconverted portion of the Loan Amount will be repaid in accordance with the terms of the Facility Agreement. The Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock, subject to certain beneficial ownership limitations and price adjustments set forth therein, and will

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