M&A - Viewbix Inc.

Form Type: 8-K/A

Filing Date: 2025-06-09

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225014311

Filing Summary: On March 24, 2025, Viewbix Inc. completed the acquisition of Metagramm Software Ltd. under a securities exchange agreement with Metagramm and its shareholders. This Amendment No. 1 to Form 8-K provides updated unaudited pro forma condensed combined financial information reflecting the effects of the acquisition as of December 31, 2024, and January 1, 2024. Additionally, it includes audited consolidated financial information of Metagramm for the year ended December 31, 2024. The pro forma financial information aims to give a sense of how Viewbix's financial results might have looked had the acquisition taken place earlier, but it does not necessarily predict future results.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225000368

Filing Summary: On March 24, 2025, Viewbix Inc. entered into a securities exchange agreement with Metagramm Software Ltd. and its shareholders. Under this agreement, Viewbix issued 1,323,000 shares of its common stock to the Metagramm shareholders, representing 19.99% of Viewbix's outstanding capital stock. In return, Viewbix acquired 100% of Metagramm's issued and outstanding share capital, amounting to 718,520 ordinary shares of Metagramm. Following the acquisition, Metagramm became a wholly owned subsidiary of Viewbix. The shares issued are to be held in escrow for 30 days post-closing as part of a tax ruling request. Additionally, Viewbix agreed to potential earn-out payments totaling up to $2 million based on achieving certain financial milestones over the next three years. The agreement also terminated a prior securities exchange agreement made on July 31, 2024.