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.