Viewbix Inc

S-11 forms-1.htm

As filed with the Securities and Exchange Commission on July 31, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VIEWBIX INC.

(Exact name of registrant as specified in its charter)

3 Hanehoshet St, Building B, 7th floor

**Tel Aviv, Israel 6971068

+972-73-391-2900

**(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Puglisi & Associates

850 Library Ave., Suite 204

Newark, DE 19711

**Tel: (302) 738-6680

**(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

David Huberman, Esq.

Greenberg Traurig, P.A.

One Azrieli Center

Round Tower, 30th floor

132 Menachem Begin Rd

Tel Aviv, Israel 6701101

Telephone: +972 (0) 3.636.6000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling stockholders named in this prospectus are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 31, 2024

PRELIMINARY PROSPECTUS

5,623,432 Shares of Common Stock

Viewbix Inc.

This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus, or the selling stockholders, of up to 5,623,432 shares of our common stock, par value $0.0001 per share consisting of (i) 269,719 shares of our common stock issued in a private placement in July 2024, as further described below under “Prospectus Summary — Recent Developments — Private Placement”, (ii) 385,332 shares of our common stock issuable upon the exercise of warrants issued in a private placement in July 2024, as further described below under “Prospectus Summary — Recent Developments — Private Placement”, (iii) up to 896,636 shares of our common stock issued or issuable in connection with the conversion of a portion of a credit facility that we entered into in June 2024, as further described below under “Prospectus Summary — Recent Developments —June 2024 Facility Agreement”, (iv) up to 896,636 shares of our common stock issuable upon the exercise of warrants issued in connection a credit facility that we entered into in June 2024, as further described below under “Prospectus Summary — Recent Developments —June 2024 Facility Agreement”, (v) up to 525,000 shares of our common stock issued or issuable in connection with the conversion of a portion of a credit facility that we entered into in July 2024, as further described below under “Prospectus Summary — Recent Developments — First July 2024 Facility Agreement”, (vi) up to 650,000 shares of our common stock issuable upon the exercise of warrants issued in connection a credit that we entered into in July 2024, as further described below under “Prospectus Summary — Recent Developments — First July 2024 Facility Agreement”, (vii) up to 670,000 shares of our common stock issued or issuable in connection with the conversion of a portion of a credit facility that we entered into in July 2024, as further described below under “Prospectus Summary — Recent Developments — Second July 2024 Facility Agreement”, (viii) up to 520,000 shares of our common stock issuable upon the exercise of warrants issued in connection a credit that we entered into in July 2024, as further described below under “Prospectus Summary — Recent Developments — Second July 2024 Facility Agreement”, (ix) 120,000 shares of our common stock issued in a private placement in July 2024, as further described below under “Services Agreements” and (x) 690,109 shares of our common stock issuable pursuant to a securities exchange agreement, as further described below under “Prospectus Summary — Recent Developments — Securities Exchange Agreement”.

The selling stockholders are identified in the table commencing on page 13. Other than as described above, we will not receive any proceeds from the sale of the shares of common stock by the selling stockholders. All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the selling stockholders. However, we may receive the proceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless basis. See “Use of Proceeds.”

The selling stockholders may sell all or a portion of the shares of common stock from time to time in market transactions through any market on which our shares of common stock are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution”.

Our common stock is listed on the OTC Markets, Pink Tier, or OTCPK, under the symbol “VBIX”. On July 30, 2024, the last reported sale price of our common stock on the OTCPK was $0.89 per share.

Investing in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page 10 and in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are incorporated by reference in this prospectus and in any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024

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