Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported in its Current Report on Form 8-K, filed with the
Securities and Exchange Commission (the "SEC") on December 6, 2021 (the "Initial
8-K"), Viewbix Inc. (the "Company") entered into a certain Agreement and Plan of
Merger (the "Agreement") with Gix Media Ltd., an Israeli company and a leader in
MarTech (Marketing Technology) solutions, mainly in search and content
monetization ("Gix Media") and Vmedia Merger Sub Ltd., an Israeli company and
wholly-owned subsidiary of the Company ("Merger Sub"), pursuant to which,
following the Merger (as defined herein), and upon satisfaction of additional
closing conditions, Merger Sub will merge with and into Gix Media, with Gix
Media being the surviving entity and wholly-owned subsidiary of the Company (the
"Merger").
The foregoing description of the Agreement is only a summary and does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Agreement, of which was filed as Exhibit 10.1 to the Initial 8-K and
is incorporated by reference herein.
On September 19, 2022, the parties thereto consummated the Agreement (the
"Closing"), and as a result all outstanding ordinary shares of Gix Media, having
no par value (the "Gix Media Shares") were exchanged for shares of the Company's
common stock, par value $0.0001 per share ("Common Stock"), such that at the
Closing, holders of Gix Media Shares held 90% of the Common Stock on a fully
diluted basis.
The Company filed an Amended and Restated Certificate of Incorporation with the
Secretary of State of Delaware, effective as of August 31, 2022, pursuant to
which the Company, among other things, effected a reverse stock split of its
Common Stock at a ratio of 1-for-28, as previously disclosed in its Definitive
Information Statement on Schedule 14C as filed with the SEC on February 25, 2022
and its Additional Proxy Materials on Schedule 14C as filed with the SEC on June
8, 2022 and August 23, 2022. The foregoing description of the Amended and
Restated Certificate of Incorporation does not purport to be complete and is
qualified in its entirety by reference to the full text of the Amended and
Restated Certificate of Incorporation, of which was filed as Exhibit 3.1 to the
Company's Current Report on Form 8-K filed with the SEC on September 6, 2022 and
is incorporated by reference herein.
Additionally, and in connection with the Closing, the Company adopted Amended
and Restated Bylaws. A copy of the Amended and Restated Bylaws is filed hereto
as Exhibit 3.2 is incorporated by reference herein.
Viewbix Business Overview
The Company is an interactive video technology and data platform that provides
its client deep insights into their video marketing performance as well as the
effectiveness of its messaging. The Company allows companies to integrate a
layer of interactive content into a video thereby allowing viewers to engage and
interact with that video. The platform measures exactly when a viewer takes an
action while watching a video and collects and reports the results to its
client.
Following the closing of the Merger, the Company intends incorporate Gix Media's
technology into its operations while aiming to expand its growth potential in
the search and content monetization space. Gix Media's business operations
include both (i) the provision of services to the world's leading search engines
through the development, marketing and distribution of free software to millions
of Internet users, and (ii) editing and marketing of content in different
languages to different target markets, for the purpose of monetizing
advertisements on digital marketing and advertising platforms.
Item 3.02 Unregistered Sales of Equity Securities
Upon the Closing and pursuant to the terms of the Agreement, the Company issued
13,540,167 shares of Common Stock to shareholders of Gix Media in consideration
for 100% of the outstanding share capital of Gix Media. The shares of Common
Stock were issued under Regulation S.
Item 5.01. Changes in Control of Registrant.
The information set forth under Item 2.01 and Item 5.02 of this Current Report
on Form 8-K is incorporated by reference into this Item 5.01. As a result of the
consummation of the Agreement, a change of control of the Company occurred upon
the Closing.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Upon the Closing, the board of directors of the Company (the "Board") resolved
to appoint the following three (3) directors to the Board:
Eliyahu Yoresh (52) has served as a member of our Board since September 19,
2022. Additionally, Mr. Yoresh has served as a member of the board of directors
of Medigus Ltd. (Nasdaq: MDGS) since September 2018 and as chairman of the board
of Medigus since February 2020. Mr. Yoresh also serves as chief financial
officer of Foresight Autonomous Holdings Ltd. (Nasdaq, TASE: FRSX). In addition,
Mr. Yoresh serves as a director of Gix (TASE: GIX) since November 2020, Jeffs'
Brands Ltd. (Nasdaq: JFBR) since September 2021 and Rail Vision Ltd. (Nasdaq:
RVSN) since August 2017, and has previously served as a director of Nano
Dimension Ltd. (Nasdaq: NNDM), Geffen Biomed Investments Ltd. and Greenstone
Industries Ltd. Mr. Yoresh served as the chief executive officer of Tomcar
Global Holdings Ltd., a global manufacturer of off-road vehicles, from 2005 to
2008. Mr. Yoresh is an Israeli Certified Public Accountant. Yoresh acquired a
B.A. in business administration from the Business College, Israel and an M.A. in
Law Study from Bar-Ilan University, Israel.
Amitay Weiss (60) has served as a member of our Board since September 19, 2022.
Mr. Weiss also serves as a director in other public companies, including but not
limited to Gix Internet Ltd. (TASE: GIX), Arazim Investments Ltd. (TASE: ARZM),
Maris-Tech Ltd. (Nasdaq: MTEK) and Upsellon Brands Holdings Ltd. (TASE: UPSL).
Mr. Weiss also serves as chairman of the board of directors of Save Foods, Inc.
(Nasdaq: SVFD), Automax Motors Ltd. (TASE: AMX), Clearmind Medicine Inc. (CNSX:
CMND), SciSparc Ltd. (Nasdaq: SPRC) and Internet Golden Lines Ltd. (OTC: IGLDF),
amongst others. In April 2016, Mr. Weiss founded Amitay Weiss Management Ltd.,
an economic consulting company and now serves as its chief executive officer.
Mr. Weiss holds a B.A in economics from New England College, an M.B.A. in
business administration from Ono Academic College in Israel, an Israeli branch
of University of Manchester and an LL.B from the Ono Academic College.
Liron Carmel (38) has served as a member of our Board since September 19, 2022.
Additionally, Mr. Carmel serves as chief executive officer of Medigus Ltd.
(Nasdaq: MDGS), which role he has held since April 2019. Mr. Carmel has vast
experience in business and leadership across multiple industries, including bio
pharma, internet technology, oil & gas exploration & production, real estate and
financial services. In addition he serves as chairman of the Israel Tennis Table
Association. Mr. Carmel also currently serves as a member of the board of
directors of several of our subsidiaries including Gix (TASE: GIX), beginning
June 2021, Elbit Imagining Ltd., beginning August 2021, Polyrizon Ltd.,
beginning July 2020, Jeffs' Brands Ltd. beginning January 2021 and as the
chairman of the board of directors of Eventer Technologies Ltd. beginning
October 2020.
The selection of the foregoing directors was not pursuant to any arrangement or
understanding with respect to any other person. In addition, there are no family
relationships between the foregoing directors and any director or other
executive officer of the Company. There are no related party transactions
between the Company and the foregoing directors reportable under Item 404(a) of
Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The Company intends to file the financial statements required by Item 9.01(a) of
Form 8-K by an amendment to this Current Report on Form 8-K no later than 71
days after the filing date of this Current Report on Form 8-K.
(d) Exhibits.
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of Viewbix Inc.
(incorporated by reference to Exhibit 3.1 to the Company's current
report on Form 8-K, filed with the SEC on September 6, 2022).
3.2* Amended and Restated Bylaws of Viewbix Inc.
10.1 Agreement and Plan of Merger, dated December 5, 2021 (incorporated
by reference to Exhibit 10.1 to the Company's current report on Form
8-K, filed with the SEC on December 6, 2021).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Filed herewith.
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