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Viewbix Inc.

For the period ended Dec 31, 2025. Filed Mar 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 27, 2026

QXL$3.69+4.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-15746

(Exact Name of Registrant As Specified In Its Charter)

Delaware68-0080601
(State of Incorporation)(I.R.S. Employer Identification No.)
3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel6971068
(Address of Principal Executive Offices)(ZIP Code)

Registrant’s Telephone Number, Including Area Code:+972 9-774-1505

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per shareVBIXThe Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer☐Accelerated filer☐Non-Accelerated filer☒Smaller reporting company☒
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $20,800 thousands as of June 30, 2025, based upon the closing price of the common stock, par value $0.0001 per share on that date.

As of March 26, 2026, there were 13,336,392 shares of common stock outstanding.

TABLE OF CONTENTS

ItemDescriptionPage
PART I
ITEM 1.DESCRIPTION OF BUSINESS5
ITEM 1A.RISK FACTORS23
ITEM 1B.UNRESOLVED STAFF COMMENTS53
ITEM 1C.CYBERSECURITY53
ITEM 2.PROPERTIES54
ITEM 3.LEGAL PROCEEDINGS54
ITEM 4.MINE SAFETY DISCLOSURES54
PART II
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY55
ITEM 6.[RESERVED]59
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS59
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK68
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAF-1
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE69
ITEM 9A.CONTROLS AND PROCEDURES69
ITEM 9B.OTHER INFORMATION69
ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS69
PART III
ITEM 10.DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE70
ITEM 11.EXECUTIVE COMPENSATION74
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS78
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE80
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES82
PART IV
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES83
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.