SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): December 21, 2020
(Exact Name of Registrant as Specified in its Charter)
Commission File No.: 000-15746
|(State of Incorporation)||(I.R.S. Employer Identification No.)|
|14 Aryeh Shenkar Street, Herzliya, Israel||4672514|
|(Address of Registrant’s Office)||(ZIP Code)|
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):
|[ ]||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|
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 3.02 Unregistered Sales of Securities Convertible or Exercisable into Equity Securities
On December 18, 2020, Viewbix Inc. (the “Company”) entered into a Stock Subscription Agreement (the “Subscription”) with certain investors (the “Investors”) in connection with the sale and issuance of an aggregate of 3,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), at a purchase price of US$0.01 per share, and for an aggregate purchase price of US$30,000. In addition, and on the same date, the Company and the Investors entered into a Loan Agreement (the “Loan”) pursuant to which the Investors lent an aggregate of $69,000 (the “Principal Amount”). In accordance with the terms of the Loan, the Company repaid the interest on the Principal Amount (8% compounded annually) to the Investors in the form of an issuance of an aggregate of 552,000 shares of Common Stock, at a price per share of $0.01.
The shares of Common Stock were issued to the Investors pursuant to Regulation S of the Securities Act of 1933, as amended.
Item 9.01 Exhibits.
|10.1||Form of Stock Subscription Agreement|
|10.2||Form of Loan Agreement|
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.
|By:||/s/ Amihay Hadad|
|Title:||Chief Executive Officer|
Date: December 21, 2020