8-K: Viewbix to Acquire Quantum X Labs, Expanding AI & Quantum Reach

Viewbix Inc. announced a new non-binding term sheet to acquire Quantum X Labs Ltd., a quantum computing and AI company, in exchange for 40.0% of Viewbix's post-closing capital stock.

Summary

• Viewbix Inc. entered into a new non-binding term sheet on November 13, 2025, to acquire 100% of Quantum X Labs Ltd. (Quantum) and its shareholders.
• Quantum is an Israeli company specializing in cutting-edge quantum computing and AI, focusing on advancing technologies in quantum algorithmics and quantum physics.
• The acquisition consideration involves Viewbix issuing 40.0% of its issued and outstanding capital stock on a fully diluted and post-closing basis, including shares from a Private Placement Offering.
• This 40.0% comprises shares of common stock representing 19.99% (Exchange Shares) and pre-funded warrants for the remaining balance (Exchange Pre-Funded Warrants).
• Additional Earn-Out Securities, potentially representing up to 65.0% of Viewbix's post-closing capital stock, may be issued upon Quantum achieving specific milestones.
• The first earn-out milestone (6% additional stock) requires Quantum to complete the first prototype phase and secure a binding collaboration agreement or file a patent within 18 months of the closing date.
• The second earn-out milestone (8% additional stock) requires Quantum to complete the second prototype phase and obtain a technical validation report or file an additional patent within 30 months of the closing date.
• The third earn-out milestone (11% additional stock) requires Quantum to reach beta testing of its platform with partners or file an additional patent within 36 months of the closing date.

Sentiment

Score: 7

Explanation: The acquisition of a quantum computing and AI company is a significant strategic move into high-growth, cutting-edge technology, indicating a forward-looking strategy. However, the non-binding nature, substantial potential dilution, and numerous closing conditions introduce considerable uncertainty and risk, tempering the overall positive sentiment.

Positives

• Strategic acquisition of a cutting-edge quantum computing and AI company, Quantum X Labs Ltd., positioning Viewbix in advanced technology sectors.
• Potential to expand Viewbix's technological capabilities into high-growth areas like quantum algorithmics and quantum physics.
• The earn-out structure aligns the interests of Quantum shareholders with the successful future development and performance of Quantum's technology.

Negatives

• Significant potential dilution for existing Viewbix shareholders, with 40.0% of capital stock issued upfront and up to an additional 65.0% through earn-outs.
• The term sheet is non-binding, and the acquisition is subject to numerous conditions, including due diligence, definitive agreements, regulatory approvals, and stockholder approval, introducing uncertainty.
• Earn-out milestones are contingent on future development and external validations, which may not be achieved, impacting the full potential value of the acquisition.

Risks

• Completion of the acquisition is subject to final due diligence, the execution of definitive agreements, regulatory approvals, and the approval of Viewbix's stockholders.
• Forward-looking statements regarding the acquisition's completion are not guaranteed to occur and may not materialize due to various reasons, including some beyond the company's control.
• Failure to achieve the specified earn-out milestones could impact the perceived value of the acquisition and the future performance of the company's stock.

Future Outlook

The completion of the acquisition and the issuance of Viewbix Exchange Securities are subject to various conditions, including final due diligence, execution of definitive agreements, regulatory approvals, and stockholder approval. The company explicitly warns that forward-looking statements are not guaranteed to occur and may not materialize for various reasons beyond its control.

Management Comments

• The Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.

Industry Context

This acquisition positions Viewbix Inc. to enter or significantly expand its presence in the rapidly evolving and high-growth sectors of quantum computing and artificial intelligence. These technologies are considered next-generation frontiers with the potential to disrupt various industries, making strategic investments in this area a common trend among technology companies seeking future growth drivers and competitive advantages.

Stakeholder Impact

• Shareholders: Potential for significant dilution due to the issuance of 40.0% of post-closing capital stock and up to an additional 65.0% through earn-outs. Potential for long-term value creation if Quantum's technology proves successful and integrates well.
• Employees (Viewbix & Quantum): Potential for integration challenges and opportunities for new roles or expanded teams in advanced technology areas.
• Customers: Potential for new product offerings and enhanced technological capabilities in the future as Quantum's technology develops.

Next Steps

• Complete final due diligence for the acquisition.
• Execute definitive agreements with Quantum X Labs Ltd. and its shareholders.
• Obtain necessary regulatory approvals for the transaction.
• Secure approval from Viewbix's stockholders in accordance with applicable Nasdaq Stock Market LLC rules or regulations.
• Satisfy customary closing conditions for the acquisition.
• Quantum X Labs Ltd. must achieve specific development and patent/collaboration milestones within defined timeframes to trigger earn-out securities issuances.

Key Dates

Recommendation

This is a highly strategic move into a cutting-edge, high-growth sector (quantum computing and AI), which could be transformative for Viewbix. However, the deal is currently non-binding, subject to significant conditions, and involves substantial potential dilution for existing shareholders (up to 105% if all earn-outs are met relative to the initial 40% issuance). The long-term success hinges on Quantum's ability to meet challenging development milestones. Given the high potential reward balanced by considerable execution risk and dilution, a "hold" recommendation is appropriate until more definitive agreements are in place and the strategic benefits become clearer, allowing investors to monitor progress on the closing conditions and Quantum's development milestones.

Keywords

Quantum Computing, AI, Artificial Intelligence, Acquisition, Merger, Strategic Transaction, Viewbix, Quantum X Labs, Technology, Innovation, SEC Filing, 8-K, Stock Dilution, Earn-Out