Viewbix updates terms for Quantum X Labs acquisition

TEL AVIV - Viewbix Inc. (NASDAQ:VBIX) announced Friday it has signed an updated non-binding term sheet with Quantum X Labs Ltd., modifying terms of its previously announced acquisition plan. The company, currently valued at $21.6 million by market cap, is making this move amid challenging financial circumstances.

Under the revised agreement, Viewbix will initially issue 40% of its post-closing capital stock to acquire 100% of Quantum's shares. This represents a reduction from earlier terms announced on November 5. The initial issuance includes shares from a concurrent $3 million PIPE financing.

The deal now includes performance-based earn-out provisions that could increase Quantum shareholders' stake to a maximum of 65% of Viewbix. The earn-outs are tied to three development milestones: completion of prototype Phase 1 (6% additional equity), prototype Phase 2 (8% additional equity), and successful beta testing (11% additional equity).

Each milestone includes alternative achievement criteria involving either partnerships with recognized industry players or patent filings, with timeframes ranging from 18 to 36 months after closing.

"This refined structure aligns incentives with performance and enhances shareholder value while preserving full upside in Quantum's breakthrough technology," said Amihay Hadad, CEO of Viewbix, according to the press release.

The transaction remains contingent on final due diligence, definitive agreements, regulatory approvals, Viewbix stockholder approval, and other customary closing conditions.

Viewbix, which operates in digital advertising through subsidiaries Gix Media Ltd. and Metagramm Software Ltd., recently divested Cortex Media Group. The company describes itself as "a global developer of ad-tech innovative technologies accelerating into quantum and AI."

The $3 million financing announced earlier this month is expected to close in December 2025, subject to stockholder approval and other conditions.

In other recent news, Viewbix Inc. has completed the sale of its subsidiary, Cortex Media Group Ltd., to Pro Sportority, a unit of Minute Media Inc. This move is part of Viewbix's strategy to diversify beyond digital advertising. Additionally, Viewbix announced a $3 million private placement of shares and warrants, priced at $3.75 per unit, which is above the company's recent closing share price. The private placement includes 800,000 units, each comprising one common share and one warrant exercisable at $5.625 per share.

In a related development, the company has signed a non-binding term sheet to acquire Quantum X Labs Ltd., a quantum computing and AI firm. The acquisition would involve Viewbix exchanging shares of common stock and pre-funded warrants for 100% ownership of Quantum X Labs. These securities would account for 65% of Viewbix's total post-closing share capital. The acquisition is contingent on shareholder approval and the completion of definitive agreements. These developments highlight Viewbix's strategic shift towards high-growth sectors.

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