UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No.)*
Viewbix
Inc.
(Name
of Issuer)
Shares
of Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
926711
102
(CUSIP
Number)
Algomizer
Ltd.
14
Shenkar Arie, Herzliya, Israel
Tel:
+972-9-7741505
Fax:
+972-9-7741534
Name,
Address and Telephone Number of Persons Authorized to Receive Notices and Communications
July
25, 2019
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box: [ ]
Note:
Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
1
|
NAME
OR REPORTING PERSON
Algomizer
Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[X]
(b)
[ ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
27,579,721
(1)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
27,579,721
(1)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
27,579,721
(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.72%
(2)
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1)
|
Includes
20,281,085 of the Registrant’s shares of common stock, par value $0.0001 per share (“
Common Stock
”),
(ii) warrants to purchase up to 3,649,318 shares of restricted Common Stock with an exercise price of $0.48 per share, and
(iii) warrants to purchase up to 3,649,318 shares of restricted Common Stock with an exercise price of $0.80 per share, each
of such warrant is
currently exercisable or exercisable within 60 days of July 25,
2019
, which are owned by Algomizer Ltd.
|
|
|
|
|
(2)
|
Based
on a total of 27,579,721 shares of Common Stock outstanding as of
July 25
, 2019
(based on the Registrant’s Schedule 14F-1 filed with the Securities and Exchange Commission (the “
Commission
”)
on July 25, 2019).
|
The
undersigned, Algomizer Ltd. (“
Algomizer
” or the “
Reporting Person
”), hereby files this Schedule
13D (the “
Schedule 13D
”) with respect to the shares of Common Stock, par value $0.0001 per share (“
Common
Stock
”), of
Viewbix Inc., f/k/a Virtual
Crypto Technologies, Inc.
, a Delaware corporation (“
Viewbix
” or
the
“
Registrant
”
).
This
Schedule 13D is being filed by the Reporting Person to report the entry into a Share Exchange Agreement, dated as of February
7, 2019, and the First Amendment to the Share Exchange Agreement, dated as of July 24, 2019, all as further described under Item
4.
Item
1.
|
Security
and Issuer
|
This
statement on Schedule 13D relates to the shares of Common Stock of Viewbix. The principal executive offices of Viewbix are located
at 14 Aryeh Shenkar Street, Herzliya, Israel.
Item
2.
|
Identity
and Background
|
(a)-(c)
Algomizer is an Israeli public company traded on the Tel Aviv Stock Exchange Ltd., which primarily specializes in developing,
marketing and distributing software that focuses on Internet user engagement. The address of its principal office and principal
place of business is 14 Aryeh Shenkar, Herzliya, Israel.
The
information required by Instruction C to Schedule 13D with respect to (a) the executive officers and directors of the Reporting
Person, (b) each person controlling the Reporting Person and (c) each executive officer and director of any corporation or other
person ultimately in control of the Reporting Person (individually a “Covered Person” and collectively the “Covered
Persons”), is set forth in Exhibit 1 to this Schedule 13D.
The
name, residence or business address, present principal occupation and the name and address of any corporation or organization
in which such employment is conducted and the citizenship of each of the Covered Persons is also set forth in Exhibit 1 to this
Schedule 13D.
(d)-(e)
During the last five years, to the best of Algomizer’s knowledge, neither the Reporting Person, nor any of the Covered Persons,
(i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or
finding any violation with respect to such laws.
(f)
See (a)-(c).
Item
3.
|
Source
and Amount of Funds or Other Consideration
|
The
shares of Common Stock were acquired with the working capital of Algomizer.
Item 4.
|
Purpose of Transaction
|
Share
Exchange Agreement
As
previously reported in the Registrant’s report on Form 8-K furnished with the Commission on February 7, 2019, the Registrant
entered into a certain Share Exchange Agreement (the “
Agreement
”) with Algomizer, pursuant to which Algomizer
assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd. to the Registrant in exchange for shares of restricted
common stock of the Registrant, representing 65% of the issued and outstanding share capital of the Registrant on a fully diluted
basis as of the Closing Date, following the conversion of convertible notes of the Registrant into shares of the Registrant’s
restricted common stock, and which excludes warrants to purchase shares of the Registrant’s common stock expiring in 2020,
with an exercise price representing a valuation of the Registrant equal to at least $30,000,000 (“
Fully Diluted Share
Capital
”), and additional warrants as further described below. In addition, upon the earlier of: (a) the launch of a
live video product to an American consumer in the United States by Viewbix Ltd., or (b) the launch of an interactive television
product to an American consumer in the United States by Viewbix Ltd., the Registrant will issue to Algomizer an additional 1,642,193
shares of restricted common stock of the Registrant representing 5% of the Fully Diluted Share Capital immediately following the
Closing Date.
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 furnished by the Registrant as Exhibit 10.1 to the Form 8-K furnished
with the Commission on February 7, 2019, and is incorporated by reference herein.
On
July 25, 2019, the Registrant entered into the First Amendment to the Share Exchange Agreement (the “First Amendment”)
with Algomizer Ltd., which thereby amended a closing condition to that certain Share Exchange Agreement entered into between the
parties on February 7, 2019. The First Amendment provides that it is incumbent on Algomizer to deliver the financial statements
of Viewbix Ltd. within sixty (60) days of the Closing Date of the Agreement, instead of immediately upon the Closing Date.
On
July 25, 2019 (the “
Closing Date
”), pursuant to the Agreement, the Registrant and Algomizer consummated the
Agreement, and as a result, the Registrant issued to Algomizer: (i) 20,281,085 shares of Common Stock of the Registrant; (ii)
warrants to purchase 3,649,318 shares of restricted common stock of the Registrant with an exercise price of $0.48 per share,
representing a valuation of the Registrant equal to $15,000,000 on a Fully Diluted Share Capital basis, which represents 10% of
the Fully Diluted Share Capital immediately following the Closing Date for a period of ten (10) years; and (iii) warrants to purchase
3,649,318 shares of restricted common stock of the Registrant with an exercise price of $0.80 per share, representing a valuation
of the Registrant equal to $25,000,000 on a Fully Diluted Share Capital basis, which represents 10% of the Fully Diluted Share
Capital immediately following the Closing Date for a period of ten (10) years.
Item 5.
|
Interest in Securities of the Issuer
|
(a)
– (b) The information included herein is based on a total of 31,201,669 shares of Common Stock outstanding as of July 25,
2019 (based on Virtual Crypto Technologies, Inc.’s Schedule 14F-1 filing with the Commission on July 25, 2019).
Algomizer
directly owns (i) 20,281,085 shares of Common stock, (ii) warrants to purchase 3,649,318 shares of restricted common stock of
the Registrant with an exercise price of $0.48 per share, and (iii) warrants to purchase 3,649,318 shares of restricted common
stock of the Registrant with an exercise price of $0.80 per shares ,currently exercisable or exercisable within 60 days as of
August 13, 2019, representing approximately 65.72% of the outstanding stock capital of the Registrant.
(c)
No transactions in the shares of Common Stock have been effected by the Reporting Person, nor, to the best of Algomizer’s
knowledge, by the Covered Persons, during the past 60 days.
(d)
Except as set forth in Item 4 above, no other person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person.
(e)
N/A.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Neither
the Reporting Person, nor any of the Covered Persons, has any contracts, arrangements, understandings, or relationship (legal
or otherwise) with respect to any securities of the Registrant.
The
foregoing summary of the Share Exchange Agreement set forth in Item 4 above and the full text of such agreement included as Exhibit
2 to this Schedule 13D is incorporated herein by reference.
The
foregoing summary of the First Amendment to the Share Exchange Agreement set forth in Item 4 above and the full text of such agreement
included as Exhibit 3 to this Schedule 13D is incorporated herein by reference.
Item
7.
|
Material
to be Filed as Exhibits
|
Exhibit
1
|
Name, business address and principal occupation of each (a) executive officer and director of Algomizer Ltd., (b) each person controlling Algomizer Ltd. and (c) each executive officer and director of any corporation or other person ultimately in control of Algomizer Ltd.
|
|
|
Exhibit
2
|
Share Exchange Agreement between Virtual Crypto Technologies, Inc. and Algomizer Ltd., dated February 7, 2019 (incorporated by reference to Exhibit 10.1 to Virtual Crypto Technologies, Inc.’s current report on Form 8-K, furnished with the Commission on February 7, 2019).
|
|
|
Exhibit
3
|
First Amendment to the Share Exchange Agreement between Virtual Crypto Technologies, Inc. and Algomizer Ltd., dated July 24, 2019 (incorporated by reference to Exhibit 10.2 to Virtual Crypto Technologies, Inc.’s current report on Form 8-K, furnished with the Commission on July 25, 2019).
|
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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ALGOMIZER LTD.
|
|
|
|
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By:
|
/s/
Noam Band
|
|
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Noam
Band, Chairman of the Board and Chief Executive Officer
|
|
|
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Dated:
August 13, 2019
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