Viewbix Inc. Files 8-K for Material Agreement and Equity Sales

TL;DR

Viewbix Inc. just dropped an 8-K: material agreement signed, equity sold. Watch this space.

AI Summary

On July 22, 2024, Viewbix Inc. entered into a material definitive agreement, likely related to a direct financial obligation or an off-balance sheet arrangement. The company also reported unregistered sales of equity securities. Viewbix Inc. was formerly known as Virtual Crypto Technologies, Inc., Emerald Medical Applications Corp., and ZAXIS INTERNATIONAL INC.

Why It Matters

This filing indicates potential new financing or debt arrangements and the issuance of new shares, which could impact the company's financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and dilution risks.

Key Players & Entities

• Viewbix Inc. (company) — Registrant
• Virtual Crypto Technologies, Inc. (company) — Former Company Name
• Emerald Medical Applications Corp. (company) — Former Company Name
• ZAXIS INTERNATIONAL INC (company) — Former Company Name

FAQ

Key Financial Figures

• $1 million — (the "First Facility Agreement") for a $1 million (the "First Facility Loan Amount") cred
• $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 was drawn down on the date of the First
• $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 — y Prior Loan Amount", which is equal to $183,679 (the "First Facility Interest"). The Fi
• $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 First Loan Amount will convert i
• $1.00 — common stock with an exercise price of $1.00 per share of common stock, representing
• $2.5 m — senting an aggregate exercise amount of $2.5 million, in the form attached hereto as E
• $2.5 million — (the "Second Facility Agreement") for a $2.5 million (the "Second Facility Loan Amount") cre
• $2.0 million — such date that the Company completes a $2.0 million financing transaction (the "Second Faci
• $50,000 — chedule as follows: (i) an aggregate of $50,000 was drawn down on the date of the Secon
• $200,000 — ) following the Uplist, an aggregate of $200,000 shall be drawn down on a quarterly basi

Filing Documents

• form8-k.htm (8-K) — 60KB
• ex10-1.htm (EX-10.1) — 118KB
• ex10-2.htm (EX-10.2) — 153KB
• ex10-3.htm (EX-10.3) — 155KB
• ex10-4.htm (EX-10.4) — 104KB
• ex10-5.htm (EX-10.5) — 155KB
• 0001493152-24-028685.txt ( ) — 1046KB
• vbix-20240722.xsd (EX-101.SCH) — 3KB
• vbix-20240722_lab.xml (EX-101.LAB) — 33KB
• vbix-20240722_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): July 22, 2024 (July 22, 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. 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 First Credit Facility On July 22, 2024, Viewbix Inc. (the "Company") entered into an amended and restated facility agreement (the "First Facility Agreement") for a $1 million (the "First Facility Loan Amount") credit facility (the "First Credit Facility") with certain lenders set forth therein (the "First Facility Lenders") that amends and restates the prior facility agreement entered into on June 18, 2024 between the Company and the First Facility Lenders (the "First Prior Facility Agreement"). In addition to the First Facility Loan Amount, the First Facility Agreement contemplates the inclusion of an additional $530,657 of outstanding debt owed by the Company to the First Facility Lenders (the "First Facility Prior Loan Amount", and together with the First Facility Loan Amount, the "First Loan Amount"), which First Facility Prior Loan Amount is entitled to certain rights under the First Facility Credit Facility. The term (the "First Facility Term") of the First Credit Facility expires 12 months following the date of the First Facility Agreement (the "Initial Maturity Date"), provided that, if 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") occurs prior to the Initial Maturity Date, the First Facility Term shall expire 12 months following the effective date of the Uplist. The First Facility Agreement sets forth a drawdown schedule as follows: (i) an aggregate of $350,000 was drawn down on the date of the First Prior 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 First Credit Facility will accrue interest at a rate of 12% per annum, and the Company will also pay such interest on the First Facility Prior Loan Amount", which is equal to $183,679 (the "First Facility Interest"). The First Facility 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 First Loan Amount, equal to an aggregate of 734,715 shares of common stock (the "First Facility Shares") and (b) a warrant to purchase a number of shares of common stock equal to the First Facility Shares, in the form attached hereto as Exhibit 10.2 (each a "First Facility Warrant"). Immediately following the effectiveness of the Uplist, (i) $662,957 of the First Loan Amount will convert into shares of common stock at a conversion rate equal to $0.25 per share of common stock (the "First Facility Convertible Stock") and (ii) the Company will issue a First Facility Warrant to purchase a number of shares of common stock equal to the First Facility Convertible Stock with an exercise price of $0.25 per share ((i) and (ii), collective

View Full Filing

View this 8-K filing on SEC EDGAR