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STOCKHOLDERS’ DEFICIT
 9 Months Ended
Sep. 30, 2021
Equity [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE 7: STOCKHOLDERS’ DEFICIT

 

Stockholders’ deficit.

 

Composition:

 

   As of September 30   As of December 31 
   2021   2020 
   Authorized   Issued and outstanding   Authorized   Issued and outstanding 
   Unaudited         
   Number of shares 
                     
Ordinary shares   490,000,000    34,753,669    490,000,000    34,753,669 

 

Ordinary Shares:

 

Ordinary shares confer the right to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution of dividends and to equally participate, on share basis, in distribution of excess of assets and funds from the Company and they shall not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights.

 

On December 18, 2020, 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, at a purchase price of $0.01 per share, and for an aggregate purchase price of $30,000. In addition, and on the same date, the company entered into a Loan Agreement (the “Loan”) with the Investors, 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.

 

 

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

NOTE 7: STOCKHOLDERS’ DEFICT (Cont.)

 

Share Exchange

 

As detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 30,928,620 common shares in exchange for 99.83% of the issued and outstanding ordinary shares and all the preferred shares of Viewbix Israel. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.

 

Warrants

 

The following table summarizes information of outstanding warrants as of September 30, 2021:

 

   Warrants   Warrant Term   Exercise Price   Exercisable 
                 
Class J Warrants   3,649,318    July 2029    0.48    3,649,318 
Class K Warrants   3,649,318    July 2029    0.80    3,649,318 

 

Additionally, in connection with the Share Exchange Agreement, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Gix an additional 1,642,193 shares of restricted common stock of the Company. All of the Company’s warrants meet the US GAAP criteria for equity classification. During January and March 2020, 50,000 class H warrants expired. During January 2020, 38,095 class I warrants expired. During April 2020, 142,857 Class G warrants expired.

 

 

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

U.S. dollars in thousands (except share data)