Current Report Filing (8-k)
December 27 2022 - 7:04AM
Edgar (US Regulatory)
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0000797542
2022-12-27
2022-12-27
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xbrli:shares
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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 27, 2022
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.) |
11
Derech Menachem Begin Street, Ramat Gan, |
|
5268104 |
(Address
of Registrant’s Office) |
|
(ZIP
Code) |
Registrant’s
Telephone Number, including area code: +972 9-774-1505
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 21, 2022, the board of directors (the “Board”) of Viewbix Inc. (the “Company”) resolved to approve amended
terms of compensation for Mr. Amihay Hadad, Chief Executive Officer of the Company, effective as of December 1, 2022. The foregoing amended
terms of compensation include (i) a gross monthly base salary of NIS 50,000, (ii) an immediate bonus payment of one month’s base
salary to reward Mr. Hadad for his performance in connection with the recently consummated merger transaction, which closed on September
19, 2022 (the “Merger”), (iii) certain additional performance-based cash awards, including (a) the Company’s achievement
of certain pre-determined financial targets (as evaluated pursuant to adjusted EBITDA metrics), (b) completion of certain merger and
acquisition transactions, and (c) pursuant to the discretion of the Board following a review of Mr. Hadad’s performance upon the
completion of the fiscal year (collectively the “Bonus Payments”). The Bonus Payments, in the aggregate, will not exceed
an amount equal to six (6) months’ base salary.
Furthermore,
on November 20, 2022, the Board resolved to approve a one-time bonus cash payment to Mr. Shahar Marom, the Chief Financial Officer of
the Company, in the aggregate amount of NIS 20,000, as a reward for his performance in connection with the Merger.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, 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 27, 2022
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