Form SC 13G - Statement of Beneficial Ownership by Certain Investors
18 Septiembre 2024 - 3:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Viewbix
Inc.
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
926711201
(CUSIP
Number)
July
28, 2024
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
| * |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. 926711201 |
13G |
Page
2 of 7 Pages |
| 1. |
Names
of Reporting Persons
M.R.M.
Merhavit Holdings and Management Ltd. (1) |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(See
Instructions)
(a)
☐
(b)
☒ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
Israel |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
Sole
Voting Power
1,963,200
(2) |
| 6. |
Shared
Voting Power
0 |
| 7. |
Sole
Dispositive Power
1,963,200
(2) |
| 8. |
Shared
Dispositive Power
0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,963,200
(2) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
☐ |
| 11. |
Percent
of Class Represented by Amount in Row (9)
9.27%(2)(3) |
| 12. |
Type
of Reporting Person (See Instructions)
CO |
| (1) |
Roni
Menashe is the control person of M.R.M. Merhavit Holdings and Management Ltd. |
| (2) |
As
more fully described in Item 4, this does not give full effect to warrants owned by the Reporting Persons subject to the 4.99% Blocker
(as defined below). |
| (3) |
Based
on a total of 21,179,686 Common Shares of the Issuer outstanding, as provided by the Issuer. |
| CUSIP
No. 926711201 |
13G |
Page
3 of 7 Pages |
| 1. |
Names
of Reporting Persons
Roni
Menashe (1) |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(See
Instructions)
(a)
☐
(b)
☒ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
Israel |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
Sole
Voting Power
1,963,200
(2) |
| 6. |
Shared
Voting Power
0 |
| 7. |
Sole
Dispositive Power
1,963,200
(2) |
| 8. |
Shared
Dispositive Power
0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,963,200
(2) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
☐ |
| 11. |
Percent
of Class Represented by Amount in Row (9)
9.27%(2)(3) |
| 12. |
Type
of Reporting Person (See Instructions)
IN |
| (1) |
Roni
Menashe is the control person of M.R.M. Merhavit Holdings and Management Ltd. |
| (2) |
As
more fully described in Item 4, this does not give full effect warrants owned by the Reporting Persons subject to the 4.99% Blocker
(as defined below). |
| (3) |
Based
on a total of 21,179,704 Common Shares of the Issuer outstanding, as provided by the Issuer. |
| CUSIP
No. 926711201 |
13G |
Page
4 of 7 Pages |
| Item
1. |
|
| |
|
| (a) |
Name
of Issuer: Viewbix Inc. |
| |
|
| (b) |
Address
of Issuer’s Principal Executive Offices: 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel |
| |
|
| Item
2. |
|
| |
|
| (a) |
Name
of Person(s) Filing: M.R.M. Merhavit Holdings and Management Ltd and Roni Menashe. |
| |
|
| |
The
foregoing persons are hereinafter sometimes collectively referred to as the (“Reporting
Persons”). Any disclosures herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry to the appropriate party.
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The
filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership
of the securities reported herein. |
| |
|
| (b) |
Address
of Principal Offices or, if None, Residence:
The
address of the Reporting Persons is: 31 Sokolov Street, Ramat Gan, Israel. |
| |
|
| (c)
|
Citizenship:
Israel |
| |
|
| (d)
|
Title
of Class of Securities: common stock, par value $0.0001 per share (the “Common Stock”). |
| |
|
| (e) |
CUSIP
Number: 926711201 |
| |
|
| Item
3. |
If
the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a: |
| |
|
| |
Not
applicable. |
The
information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to
this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based
on (i) 1,963,200 shares of common stock issued or issuable in connection with a facility agreement entered into on July 28, 2024, (the
“Second July 2024 Facility Agreement”) and (ii) 1,363,200 shares of common stock issuable upon the exercise of warrants issued
or issuable in connection with the Second July 2024 Facility Agreement (the “Warrant”) which is subject to the 4.99% Blocker
(as defined below).
The
Reporting Persons are prohibited from exercising the Warrant into Common Stock if, as a result of such exercise, the holder, together
with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more
than 4.99% of the total number of Common Shares then issued and outstanding immediately after giving effect to the exercise (the “4.99%
Blocker”).
| CUSIP
No. 926711201 |
13G |
Page
5 of 7 Pages |
| Item
5. |
Ownership
of Five Percent or Less of a Class. |
| |
|
| |
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐. |
| |
|
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
| |
|
| |
Not
applicable. |
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
|
| |
Not
applicable. |
| |
|
| Item
8. |
Identification
and Classification of Members of the Group. |
| |
|
| |
Not
applicable. |
| |
|
| Item
9. |
Notice
of Dissolution of Group. |
| |
|
| |
Not
applicable. |
| |
|
| Item
10. |
Certification. |
| |
|
| |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11. |
| CUSIP
No. 926711201 |
13G |
Page
6 of 7 Pages |
Exhibit
Index
| CUSIP
No. 926711201 |
13G |
Page
7 of 7 Pages |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| September
18, 2024 |
|
|
| |
M.R.M.
MERHAVIT HOLDINGS AND MANAGEMENT LTD. |
| |
|
|
| |
By: |
/s/
Roni Menashe |
| |
Name:
|
Roni
Menashe |
| |
Title: |
CEO |
| |
|
|
| |
|
RonI
Menashe |
| |
|
|
| |
|
/s/
Roni Menashe |
Exhibit
99.1
JOINT
FILING AGREEMENT
Each
of the undersigned hereby acknowledge and agree, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto,
will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one
or more counterparts.
| September
18, 2024 |
|
|
| |
|
|
| |
M.R.M.
MERHAVIT HOLDINGS AND MANAGEMENT LTD. |
| |
|
|
| |
By: |
/s/
Roni Menashe |
| |
Name: |
Roni
Menashe |
| |
Title: |
CEO |
| |
|
|
| |
|
Roni
Menashe |
| |
|
|
| |
|
/s/
Roni Menashe |
ViewBix (PK) (USOTC:VBIX)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
ViewBix (PK) (USOTC:VBIX)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
