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SUBSEQUENT EVENTS | 6 Months Ended
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Jun. 30, 2024
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 12: SUBSEQUENT EVENTS A. Private Placement On July 3, 2024, the Company entered into a definitive securities purchase agreement (the “Purchase Agreement”) with a certain investor (the “Lead Investor”) for the purchase and sale in a private placement (the “Private Placement”) of units consisting of (i) 1,027,500 shares of the Company’s common stock at a purchase price of $0.25 per share (the “PIPE Shares”) and (ii) common stock purchase warrants to purchase up to 1,541,250 shares of the Company’s common stock (the “PIPE Warrants”) to the Lead Investor and other investors (collectively, the “Investors”) acceptable to the Lead Investor and the Company. The aggregate gross proceeds received by the Company from the Private Placement were $257, of which $237 received in June 2024 and the $20 remaining received in July 2024. The PIPE Warrants are exercisable upon issuance at an exercise price of $0.25 per share and will have a three-year term from the issuance date. In addition, the PIPE Warrants are subject to an automatic exercise provision in the event that the Company’s shares of common stock are approved for listing on the Nasdaq Capital Market. Upon the closing of the Private Placement, the Company agreed to pay the Lead Investor: (1) $10 for actual and documented fees and expenses incurred and, (2) a commission consisting of (i) a cash fee of $123 and (ii) 51,375 shares of the Company’s common stock. In July 2024, the Company issued to the Investors 1,027,500 shares of common stock and 1,541,250 warrants in connection with the Private Placement. VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 12: SUBSEQUENT EVENTS (Cont.) B. June 2024 Facility Agreement Following the closing of the Private Placement (as defined in note 12.A), the exercise price of the June 2024 Lead Lender Warrant was adjusted to $0.118, which is the effective price per share of common stock in the Private Placement, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Warrant was also adjusted to a total of 21,186,440 shares, such that the adjusted exercise price and number of warrants issued is equal to an aggregate amount of $2.5 million. C. First July 2024 Facility Agreement On July 4, 2024, the Company entered into a credit facility agreement, as restated on July 22, 2024, and amended on July 25, 2024 (the “First July 2024 Facility Agreement”) for a $2.5 million (the “First July 2024 Facility Loan Amount”) with a certain lender. The First July 2024 Facility Loan Amount will remain available until the earliest of (a)(i) its drawing down in full, (ii) the 36-month anniversary of the First July 2024 Facility Agreement and (b) upon such date that the Company completes a $2.0 million financing transaction (the “First July 2024 Facility Term”). In the event the First July 2024 Facility Term lapses, the First July 2024 Facility Loan Amount will be repaid to the lender immediately. The First July 2024 Facility Agreement sets forth a drawdown schedule as follows: (i) an aggregate of $50,000 was drawn down on July 4, 2024, (ii) an aggregate of $50 will be drawn down upon the effectiveness of the Uplist (see note 6.E), and (iii) following the Uplist, an aggregate of $200 will be drawn down on a quarterly basis until the First July 2024 Facility Loan Amount is exhausted. The First July 2024 Facility Amount will accrue interest at a rate of 12% per annum. The interest for the first year was paid in advance in (i) 1,200,000 shares of the Company’s common stock at a conversion rate of $0.25, and (ii) 1,200,000 warrants to purchase such number of shares of the Company’s common stock at a conversion rate of $0.25 (the “First July 2024 Facility Warrants”). The First July 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock and will have a three-year term from the issuance date. VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 12: SUBSEQUENT EVENTS (Cont.) C. First July 2024 Facility Agreement (Cont.) Immediately following the effectiveness of the Uplist, (i) $100 of the First July 2024 Facility Loan Amount will convert in shares of common stock at a conversion rate of $0.25 per share (such amount of shares converted, the “First July 2024 Convertible Stock”), and, (ii) the Company will issue a warrant to purchase such amount of First July 2024 Convertible Stock, with an exercise price of $0.25 per share (the “First July 2024 Conversion Warrant”). The remaining First July 2024 Facility Loan Amount outstanding and not converted following the Uplist will remain available for the duration of the First July 2024 Facility Term, whereby, upon the lapse of the First July 2024 Facility Term, such amount will be repaid to the First July 2024 Lender. In addition, the Company agreed to pay the First July 2024 Lender a one-time fee consisting of: (i) 500,000 shares of the Company’s common stock, representing five percent (5%) of the First July 2024 Facility Loan Amount at a conversion rate of $0.25 and (ii) a warrant to purchase 1,000,000 shares of the Company’s common stock with an exercise price of $0.25 per share. D. Services Agreements On July 14, 2024 and July 25, 2024, the Company entered into consulting agreements with certain consultants (the “Consultants”) pursuant to which the Consultants agreed to provide certain services to the Company in connection with the Uplist. In consideration with the Consultants’ services, the Company issued to the Consultants 480,000 shares of common stock in July 2024. E. Second July 2024 Facility Agreement On July 28, 2024, the Company entered into a credit facility agreement (the “Second July 2024 Facility Agreement”) for a $3.0 million (the “Second July 2024 Facility Loan Amount”) with certain lenders (the “Second July 2024 Lenders”). The Second July 2024 Facility Loan Amount will remain available until the earliest of (a)(i) its drawing down in full, (ii) the 40-month anniversary of the Second July 2024 Facility Agreement and (b) upon such date that the Company completes a $2.5 million financing transaction (the “Second July 2024 Facility Term”). In the event the Second July 2024 Facility Term lapses, the Second July 2024 Facility Loan Amount will be repaid to the Second July 2024 Lenders immediately thereafter. VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 12: SUBSEQUENT EVENTS (Cont.) E. Second July 2024 Facility Agreement (cont.) The Second July 2024 Facility Loan Amount will accrue interest at a rate of 12% per annum. The interest for the first year was paid in advance in (i) 1,440,000 shares of the Company’s common stock at a conversion rate of $0.25, and (ii) 1,440,000 warrants to purchase such number of shares of the Company’s common stock at a conversion rate of $0.25 (the “Second July 2024 Facility Warrants”). the interest for the second year will be paid by the Company in cash. The Second July 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock, and will have a three-year term from the issuance date. Immediately following the effectiveness of the Uplist, (i) $160 of the Second July 2024 Facility Loan Amount will convert in shares of common stock at a conversion rate of $0.25 per share (such amount of shares converted, the “Second July 2024 Convertible Stock”), and, (ii) the Company will issue a warrant to purchase such amount of Second July 2024 Convertible Stock, with an exercise price of $0.25 per share (the “Second July 2024 Conversion Warrant”). The remaining Second July 2024 Facility Loan Amount outstanding and not converted following the Second Uplist Conversion will remain available for the duration of the Second July 2024 Facility Term, whereby, upon the lapse of the Second July 2024 Facility Term, such amount will be repaid to the Second July 2024 Lenders. In addition, the Company agreed to pay the Second July 2024 Lenders a one-time fee consisting of 600,000 shares of the Company’s common stock, representing five percent (5%) of the Second July 2024 Facility Loan Amount at a conversion rate of $0.25. F. Securities Exchange Agreement On July 31, 2024, the Company entered into a Securities Exchange Agreement, with Metagramm Software Ltd. (“Metagramm”) pursuant to which the Company agreed to issue to Metagramm 9.99% of its issued and outstanding share capital in exchange for 19.99% of Metagramm’s issued and outstanding share capital. The transactions contemplated by the Securities Exchange Agreement are expected to close following the Uplist (as defined in note 6.E). G. Grant of shares On July 1, 2024, the Company issued 25,510 shares of Common Stock to Gix Media’s CEO. H. Reverse stock split On July 15, 2024, the Company filed an amendment to its Certificate of Incorporation (the “Amendment”) to effect a 1-for-4 reverse stock split of the Company’s Common Stock. As of the issuance date of this interim condensed consolidated financial statements, the reverse stock split is not yet effective.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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