UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2025, Mr. Yoram Baumann, Chairman of the Board of Directors of Viewbix Inc. (the “Board” and the “Company”, respectively), tendered his resignation from the Board, effective immediately. Mr. Baumann’s resignation from the Board was not due to any disagreement with the Company, the Board or the management of Viewbix on any matter relating to the Company’s operations, policies, practices or otherwise.
The Board resolved to appoint Mr. Eliyahu Yoresh, who has been a member of the Board since September 2022, as the non-executive chairman of the board, effective concurrently with Mr. Baumann’s resignment. Mr. Yoresh will receive the same compensation as the other non-executive members of the Board. The Company’s directors’ compensation program is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
As previously disclosed, the Board has affirmatively determined that each of Mr. Eliyahu Yoresh, Mr. Liron Carmel and Mr. Alon Dayan qualifies as an independent director in accordance with the rules of the Nasdaq Stock Market LLC. As such, following Mr. Baumann’s resignation from the Board, the Board is comprised of a majority of independent directors.
Item 7.01 Regulation FD Disclosure
On June 9, 2025, the Board resolved to initiate a process to identify and explore potential new business opportunities, investments and activities in a variety of new sectors.
The information under this Item 7.01, 1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements could differ materially from those described in or implied by the statements in this report.
The forward-looking statements contained or implied in this report are subject to other risks and uncertainties, including those discussed in any filings with the U.S. Securities and Exchange Commission. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this report. The Company is not responsible for the contents of third-party websites.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Viewbix Inc. | ||
| By: | /s/ Amihay Hadad | |
| Name: | Amihay Hadad | |
| Title: | Chief Executive Officer | |
Date: June 10, 2025