Item
1.01 Entry into a Material Definitive Agreement
On
December 5, 2021, 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”).
Subject
to the terms and conditions of the Agreement, at the Merger Effective Date (as defined in the Agreement) all outstanding ordinary shares
of Gix Media, having no par value (the “Gix Media Shares”) will be converted into shares of the Company’s common stock,
par value $0.0001 per share (“Viewbix Common Stock”), such that immediately following the Merger, holders of Gix Media Shares
will hold 90% of the Company’s capital stock on a fully diluted basis.
Following
the Merger, the board of directors of the Company is expected to consist of six (6) directors and will be comprised of four (4) new directors
to be appointed by Gix Media, who will join the Company’s two currently-serving directors, Amihay Hadad and Alon Dayan.
The
Agreement contains customary representations, warranties and covenants made by each of the Company, Gix Media and Merger Sub.
Consummation of the Merger is subject to certain closing conditions,
including, among other things, (i) the Company filing an amendment to its certificate of incorporation to change the Company’s
name to “Gix Media, Inc.”, (ii) obtaining approval from certain third parties, including the approval of Bank Leumi due to
certain liens registered in its favor against ordinary shares of Gix Media; (iii) conversion of the Company’s outstanding convertible
instruments into restricted common stock of the Company and (iv) obtaining a tax pre-ruling from the Israeli Tax Authority relating to
the Agreement. In addition, the closing of the Agreement is subject to and conditioned upon the approval of the shareholders of Gix Media
and Merger Sub.
The
foregoing description is qualified in its entirety by reference to the full text of the Agreement, filed as Exhibit 10.1 hereto and incorporated
by reference herein.
Item
9.01 Exhibits.
(d)
Exhibits.
Forward-Looking
Statements
Forward-looking
statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking
statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could
cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors
could cause actual activities or results to differ materially from the activities and results anticipated in forward-looking statements,
including, but not limited to, the following: risks associated with each respective party’s ability to obtain the shareholder approval
required to consummate the proposed Merger and the timing of the closing of the proposed Merger, including the risks that a condition
to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed Merger will not occur;
risks related to the ability to consummate certain closing conditions, the occurrence of any event, change, or other circumstances that
could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that may be instituted against the Company
or Gix Media following the announcement of the Merger Agreement and the transactions contemplated therein; unanticipated difficulties
or expenditures relating to the proposed Merger; the occurrence of any event, change, or other circumstance that could give rise to the
termination of the Merger Agreement or could otherwise cause the transaction to fail to close; and the ability to recognize the anticipated
benefits of the proposed Merger. Additional risks and uncertainties are identified and discussed under the heading “Risk Factors”
in the Company’s Annual Report on Form 10-K, as supplemented by its other periodic filings with the SEC.