Amended Current Report Filing (8-k/a)
September 23 2019 - 5:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): September 23, 2019 (July 25, 2019)
Viewbix
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File No.: 000-15746
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Delaware
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68-0080601
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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14
Aryeh Shenkar Street, Herzliya, Israel
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4672514
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(Address
of Registrant’s Office)
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(ZIP
Code)
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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))
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. [ ]
Explanatory
Note
On
July 25, 2019, Viewbix Inc. (the “Corporation”) filed a Current Report on Form 8-K with the U.S. Securities
and Exchange Commission (the “Original Form 8-K”), reporting, among other items that on July 25, 2019 (the
“Closing Date”), the Corporation, formerly known as Virtual Crypto Technologies, Inc., completed its previously
announced Share Exchange Agreement (the “Agreement”) with Algomizer Ltd. (“Algomizer”),
whereby Algomizer assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd. in exchange for, among other things,
shares of restricted common stock of the Corporation representing 65% of the issued and outstanding share capital of the Corporation
on a fully diluted basis as of the Closing Date. This Amendment No. 1 to the Current Report on Form 8-K (“Amendment No.
1”) amends the Original Form 8-K to provide with respect to Viewbix Ltd. the (i) unaudited interim financial statements
as of and for the six-month period ended June 30, 2019 and June 30, 2018, (ii) annual financial statements as of and for the year
ended December 31, 2018 and December 31, 2017, and (iii) pro forma financial statements.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
(i)
This Amendment No. 1 is made to comply with Item 9.01(a) by providing the unaudited interim financial statements of Viewbix Ltd.
as of and for the six-month period ended June 30, 2019 and June 30, 2018, of which are filed herewith as Exhibit 99.1 and
incorporated into this Item 9.01(a) by reference thereto.
(ii)
The audited financial statements of Viewbix Ltd. as of and for the years ended December 31, 2018 and December 31, 2017, are filed
herewith as Exhibit 99.2 and incorporated into this Item 9.01(a) by reference thereto.
(b)
The unaudited pro forma condensed combined financial statements as of and for the six month period ended June 30, 2019 and for
the year ended December 31, 2018, are filed herewith as Exhibit 99.3 and incorporated into this Item 9.01(b) by reference thereto.
(d)
Exhibits.
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.
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Viewbix
Inc.
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By:
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/s/
Jonathan Stefansky
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Name:
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Jonathan
Stefansky
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Title:
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Chief
Executive Officer
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Date:
September 23, 2019