Current Report Filing (8-k)
November 12 2019 - 6:15AM
Edgar (US Regulatory)
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): November 12, 2019
Viewbix
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File No.: 000-15746
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
4.01 Changes in Registrant’s Certifying Accountant
(a)
Dismissal of Previous Independent Registered Accounting Firm
On
November 7, 2019, the Board of Directors of Viewbix Inc. (the “Company”) approved the dismissal of Halperin
Ilanit CPA (“Halperin”) as its independent registered public accounting firm, effective as of November 7, 2019.
Halperin had served as the Company’s independent registered public accounting firm for the fiscal periods beginning July
6, 2018 through November 7, 2019.
The
audit reports of Halperin on the Company’s financial statements for the fiscal year ended 2018 contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the
fiscal year ended 2018, and the subsequent periods through November 7, 2019, the date of Halperin’s dismissal, there were
no disagreements with Halperin on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of Halperin, would have caused Halperin to make reference
to the subject matter of the disagreements in connection with its reports. None of the reportable events described under Item
304(a)(1)(v) of Regulation S-K occurred within the Company’s two most recent fiscal years and the subsequent interim periods
through November 7, 2019.
The
Company delivered a copy of this Item 4.01 to Halperin on November 12, 2019 and requested a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the statements made in response to this Item and, if not, stating
the respects in which it does not agree. Halperin responded with a letter dated November 12, 2019, a copy of which is annexed
hereto as Exhibit 16.1 stating that Halperin agrees with the statements set forth above.
(b)
Appointment of New Independent Registered Accounting Firm
On
November 7, 2019, the Board of Directors of the Company authorized the appointment of Brightman Almagor Zohar & Co., a firm
in the Deloitte global network (“Deloitte Israel”) as the Company’s new independent registered public
accounting firm for the fiscal year ending December 31, 2019, and Deloitte Israel was appointed as the Company’s independent
registered public accounting firm. During the fiscal years ended December 31, 2018 and 2017, and the subsequent interim period
through November 7, 2019, neither the Company, nor anyone on its behalf, consulted Deloitte Israel regarding either (i) the application
of accounting principles to a specific transaction, either completed or proposed; or the type of audit opinion that might be rendered
on our financial statements, and no written report or oral advice was provided to us that Deloitte Israel concluded was an important
factor considered by us in reaching our decision as to an accounting, auditing, or financial reporting issue; or (ii) any matter
that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K).
Deloitte
Israel serves as the independent registered public accounting firm of the Company’s controlling stockholder, Algomizer Ltd.,
an Israeli company. The Company is of the position that it is in the best interests of the Company and its stockholders to align
the independent registered public accounting firm of both the Company and its controlling stockholder in order to ensure greater
efficiency and proficiency in all matters pertinent to the Company’s financial auditing.
Item
9.01 Financial Statements and Exhibits.
(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:
November 12, 2019