Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 14 2022 - 3:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one): |
☐
Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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For
the Period Ended: |
September
30, 2022 |
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|
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|
☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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☐
Transition Report on Form N-SAR |
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For
the Transition Period Ended: |
___________________________________________ |
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I - REGISTRANT INFORMATION
VIEWBIX
INC.
Full
Name of Registrant
N/A
Former
Name if Applicable
11
Derech Menachem Begin
Address
of Principal Executive Office (Street and Number)
Ramat
Gan, Israel 5268104
City,
State and Zip Code
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
☒ |
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and |
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☐ |
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not
be filed within the prescribed time period.
As
reported in its Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on September 20,
2022 (the “Initial 8-K”), on September 19,
2022, Viewbix Inc. (the “Company”) closed the transactions contemplated under that certain Agreement and Plan of Merger,
dated December 6, 2021, with Gix Media Ltd. (“Gix Media”) and Vmedia Merger Sub Ltd.
(the “Reorganization”). As a result of the Reorganization, the Company is in the process of preparing the financial information
required under Item 9 of Form 8-K. The Company expects to file its Form 8-K/A no later than 71 days from the date the Initial 8-K was
required to be filed, pursuant to Regulation S-X. The Company’s Quarterly Report on Form 10-Q for the period ended September 30,
2022 (the “Form 10-Q”), will be the first quarterly filing by the Company reflecting results of the combined entity on a
post-Reorganization basis, with retrospective presentation of the combined financial information of the Company and Gix Media
for all periods presented. Accordingly, the Company is unable to file, without unreasonable effort or expense, its Form 10-Q within the
prescribed time period.
PART
IV - OTHER INFORMATION
(1) |
Name
and telephone number of person to contact in regard to this notification |
Amihay
Hadad |
|
+972 |
|
9-774-1505 |
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
(2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
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☒
Yes ☐ No |
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(3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
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☒
Yes ☐ No |
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The
Merger may result in a significant change in results of operations from the corresponding period for the last fiscal year. Until
the financial statements referred to in Item (2) above are completed, a reasonable estimate of the results cannot be made |
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. |
Viewbix
Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
November 14, 2022 |
By: |
/s/
Amihay Hadad |
|
|
Amihay
Hadad |
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Title:
|
Chief
Executive Officer |
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