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Viewbix Inc. (NASDAQ:VBIX) announced Thursday that it has entered into a new non-binding term sheet to acquire Quantum X Labs Ltd., an Israeli company focused on quantum computing and artificial intelligence. The announcement was made in a press release statement and disclosed in a filing with the Securities and Exchange Commission.
According to the filing, Viewbix would acquire 100% of Quantum X Labs’ issued and outstanding share capital on a fully diluted and post-closing basis. In exchange, Quantum shareholders would receive 40% of the issued and outstanding capital stock of Viewbix, including shares to be issued in a previously announced private placement.
The transaction structure includes the issuance of Viewbix common stock and pre-funded warrants. The common stock would represent 19.99% of Viewbix’s issued and outstanding capital stock, with the remaining portion of the 40% to be issued as pre-funded warrants.
The term sheet also provides for potential additional consideration to Quantum shareholders in the form of “Earn Out Securities.” These could be issued if certain development and commercial milestones are met within 18, 30, and 36 months following the closing of the acquisition. The aggregate amount of Earn Out Securities would not exceed 65% of Viewbix’s issued and outstanding capital stock, including the shares and warrants issued in the transaction and private placement.
Completion of the acquisition is subject to final due diligence, the execution of definitive agreements, regulatory approvals, approval by Viewbix stockholders as required by Nasdaq rules, and customary closing conditions.
The information is based on a press release statement and the company’s Form 8-K filed with the SEC.
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