Viewbix Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
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Item 1.01 Entry into a Material Definitive Agreement.
On November 9, 2025, Gix Media Ltd. (“Gix Media”), a wholly-owned subsidiary of Viewbix Inc., Cortex Media Group Ltd. (“Cortex”), a majority-owned subsidiary of Gix Media, and certain founders of Cortex (the “Founders”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Pro Sportority (Israel) Ltd. (the “Purchaser”), a subsidiary of Minute Media Inc. (the “Parent”).
Pursuant to the Purchase Agreement, the Purchaser agreed to acquire from Gix Media all of the issued and outstanding share capital of Cortex held by Gix Media, constituting 80% of Cortex’s issued and outstanding share capital, and, together with similar agreements entered into with the other shareholders of Cortex and the cancellation of all outstanding options, warrants, and other convertible securities of the Cortex, will result in the Purchaser owning 100% of Cortex’s issued and outstanding share capital on a fully diluted basis (the “Acquisition”). The Acquisition was signed and closed on November 9, 2025 (the “Closing”). As a result, Cortex became a wholly-owned subsidiary of the Purchaser.
The aggregate consideration payable to Gix Media is $800,000, consisting of (i) $200,000 in cash, and (ii) $600,000 in the form of 5,161 newly issued Preferred J Shares of the Parent (the “Parent Shares”), the most senior class of preferred shares of the Parent. The consideration is subject to customary tax withholding provisions and delivery mechanics as set forth in the Purchase Agreement. The Parent retains a call option to repurchase the Parent Shares from Gix Media under certain conditions, including insolvency or a change of control of Gix Media.
The Purchase Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature. In addition, Gix Media is subject to a two-year non-compete and non-solicitation covenant following the Closing.
The foregoing description of the Purchase Agreement is not complete, and is qualified in its entirety by reference to the full text of such document.
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: November 12, 2025