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): December 21, 2020

 

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.)

 

14 Aryeh Shenkar Street, Herzliya, Israel   4672514
(Address of Registrant’s Office)   (ZIP Code)

 

Registrant’s Telephone Number, including area code: 1 (855) 879-8439

 

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

Item 3.02 Unregistered Sales of Securities Convertible or Exercisable into Equity Securities

 

On December 18, 2020, Viewbix Inc. (the “Company”) entered into a Stock Subscription Agreement (the “Subscription”) with certain investors (the “Investors”) in connection with the sale and issuance of an aggregate of 3,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), at a purchase price of US$0.01 per share, and for an aggregate purchase price of US$30,000. In addition, and on the same date, the Company and the Investors entered into a Loan Agreement (the “Loan”) pursuant to which the Investors lent an aggregate of $69,000 (the “Principal Amount”). In accordance with the terms of the Loan, the Company repaid the interest on the Principal Amount (8% compounded annually) to the Investors in the form of an issuance of an aggregate of 552,000 shares of Common Stock, at a price per share of $0.01.

 

The shares of Common Stock were issued to the Investors pursuant to Regulation S of the Securities Act of 1933, as amended.

 

Item 9.01 Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
  Description
     
10.1   Form of Stock Subscription Agreement
10.2   Form of Loan Agreement

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, 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: December 21, 2020