INFORMATION
STATEMENT
OF
VIEWBIX
INC.
11
Derech Menachem Begin Street,
Ramat
Gan, Israel
Tel:
+972 9-774-1505
Dear
Stockholders:
This
Notice and the accompanying Information Statement are being furnished to the holders (“Stockholders”) of shares of common
stock, par value $0.0001 of Viewbix Inc. (the “Common Stock”), a Delaware corporation (the “Corporation”),
in connection with actions taken by the holders of a majority of the issued and outstanding Common Stock (the “Majority Consenting
Stockholders”), which actions were approved by written consent on February 13, 2022 (the “Stockholder Consent”) to:
Approve an amended and restated Certificate of Incorporation of the Corporation in order to, inter alia, (i) effect a name change from
“Viewbix Inc.” to “Gix Media, Inc.”; (ii) effect a reverse stock split; (iii) adopt a staggered board structure;
and (iv) restate certain other provisions therein.
The
actions to be taken pursuant to the Stockholder Consent shall be taken at such future date as determined by the board of directors of
the Corporation (the “Board”), as evidenced by the filing of the certificates of amendment with the Secretary of State of
the State of Delaware, but in no event earlier than the 20th day after this Information Statement is mailed or furnished to the Stockholders
of record as of January 24, 2022. The amended and restated certificate was authorized and approved by the Stockholder Consent, a copy
of which is attached hereto as Exhibit A.
This
Information Statement is being sent to you for information purposes only and you are not required to take any action.
We
Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy
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By
Order of the Board of Directors:
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Amihay
Hadad
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Director,
Chief Executive Officer and Chief Financial Officer
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February
14, 2022
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VIEWBIX
INC.
11
Derech Menachem Begin Street,
Ramat
Gan, Israel
Tel:
+972 9-774-1505
Information
Statement Pursuant to Section 14C of the Securities Exchange Act of 1934
This
Information Statement is being filed with the United States Securities and Exchange Commission (the “SEC”) on February 14,
2022, in connection with the Stockholder Consent, dated February 13, 2022 to approve the amended and restated certificate of incorporation
of the Corporation in order to effect, among others, (i) a name change from “Viewbix Inc.” to “Gix Media, Inc.”
(the “Name Change”), (ii) a reverse stock split of the Corporation’s Common Stock at a ratio of 1-for-28 (the “Reverse
Stock Split”), (iii) a staggered board structure (the “Staggered Board”),
and (iv) to restate certain other provisions therein (collectively the “Amended
and Restated Certificate”).
A
copy of the form of Stockholder Consent regarding the Amended and Restated Certificate is attached as Exhibit A to
this Information Statement, and a copy of the Amended and Restated Certificate is attached as Exhibit B.
Pursuant
to Rule 14c-2(b) promulgated by the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), the actions approved
by the Majority Consenting Stockholders cannot become effective until twenty (20) days from the date of mailing or furnishing of
the Definitive Information Statement to our Stockholders.
The
Amended and Restated Certificate will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”)
and the filing of the Amended and Restated Certificate with the Secretary of the State of Delaware (the “Effective Date”),
which the Corporation will synchronize with the closing date of the Merger (as defined herein). New Common Stock certificates reflecting
the Name Change and the Reverse Stock Split will not be issued on the Effective Date. The Corporation’s Common Stock is subject
to quotation on the OTCQB Market under the symbol “VBIX.” On the Effective Date, FINRA will change our symbol to reflect
the Name Change.
As
of January 24, 2022 (the “Record Date”), there were 34,753,669 shares of our Common Stock issued and outstanding and
there were no shares of preferred stock outstanding.
As
of the Record Date, the Majority Stockholders held 24,819,779 shares of Common Stock, and therefore having 71.41% of all outstanding
Common Stock. Therefore, no other stockholder consents will be obtained in connection with this Information Statement. The table below
sets forth the ownership interests of the Majority Consenting Stockholders:
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Name of Majority Stockholder
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Number of Shares of Common Stock that Voted in Favor of
the Resolutions
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Percentage of Common Stock that Voted in Favor
of the Resolutions(1)
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Gix Internet Ltd.
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20,281,085
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58.35
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%
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L.I.A. Pure Capital Ltd.
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1,831,427
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5.26
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%
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Amir Uziel Economic Consultant Ltd.
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1,523,267
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4.38
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%
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Capitalink Ltd.
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1,184,000
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3.40
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%
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Total
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24,819,779
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71.14
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%
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(1)
Applicable percentage ownership is based on 34,753,669 shares of Common Stock outstanding as of the Record Date.
The
Corporation will bear the expenses relating to this Information Statement, including expenses in connection with preparing and mailing
this Information Statement and any documents that now accompany or may in the future supplement it. The Corporation contemplate that
brokerage houses, custodians, nominees, and fiduciaries will forward this information statement to the beneficial owners of our Common
Stock held of record by these persons, and the Corporation will reimburse them for their reasonable expenses incurred in this process.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTER DESCRIBED HEREIN.
ACTIONS
TAKEN BY THE BOARD OF DIRECTORS AND MAJORITY CONSENTING STOCKHOLDERS
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
On
February 13, 2022, the Majority Consenting Stockholders approved the Stockholder Consent, approving the Amended and Restated Certificate
to effect, among others, (i) the Name Change, (ii) the Reverse Stock Split, (iii) the Staggered Board, and (iv) restate
certain other provisions therein.
Background
and Reasons for the Amended and Restated Certificate of Incorporation
On
December 5, 2021, the Corporation entered into a certain Agreement and Plan of Merger (the “Merger Agreement”) with Gix Media
Ltd., an Israeli company and a leader in MarTech (Marketing Technology) solutions, mainly in search and content monetization (“Gix
Media”) and Vmedia Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of the Corporation (“Merger Sub”),
pursuant to which, following the Merger (as defined herein), and upon satisfaction of additional closing conditions, Merger Sub will
merge with and into Gix Media, with Gix Media being the surviving entity and wholly-owned subsidiary of the Corporation (the “Merger”).
Subject
to the terms and conditions of the Merger Agreement, at the Effective Date as defined in the Merger Agreement, all outstanding
ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) will be converted into shares of Common Stock,
such that immediately following the Merger, holders of Gix Media Shares will hold 90% of the Corporation’s
capital stock on a fully diluted basis.
As
a result of the foregoing, and in order to facilitate the Corporation’s obligations under the Merger Agreement, on January 3, 2022,
the Corporation’s Board approved and recommended that the required majority of the Stockholders approve the Amended
and Restated Certificate, substantially in accordance with the version attached herein as Exhibit B.
The
foregoing description of the Amended and Restated Certificate is not intended to be complete and qualified in its entirety by reference
thereto, which is attached herein as Exhibit
B.
Effective
Date
The
Corporation will need to file the Amended and Restated Certificate to the certificate of incorporation with the Delaware Secretary of
State in order for the Amended and Restated Certificate to become effective. Under federal
securities rules and regulations, the Corporation may not file the Amended and Restated Certificate
until at least 20 calendar days after the mailing or furnishing of this Information Statement to the Stockholders. The
effectuation of the Name Change, Reverse Stock Split and the Staggered Board are conditioned upon the completion of the closing conditions
under the Merger Agreement. Therefore, the Amended and Restated Certificate shall be filed
with the Delaware Secretary of State as soon as practicable once the closing conditions under the Merger Agreement are met, following
such 20 calendar day period and following the receipt of the required regulatory approvals from FINRA.
Reverse
Stock Split
Pursuant
to the Reverse Stock Split, and as determined by the Board in accordance with the authority delegated to it by the Stockholders,
each twenty eight (28) outstanding shares of Common Stock will be automatically converted, without any further action by the Stockholders,
into one share of Common Stock. No fractional shares of Common Stock will be issued as the result of the Reverse Stock Split. Instead,
each Stockholder will be entitled to receive one share of Common Stock in lieu of the fractional share that would have resulted from
the Reverse Stock Split.
Reasons
for the Reverse Stock Split
The
Reverse Stock Split is needed in order to allow the Corporation to pursue a listing of the Common Stock on The Nasdaq Capital
Market. The Corporation believes that an uplisting of the Common Stock to The Nasdaq Capital Market will make the Common Stock more attractive
to a broader range of investors than its current listing on the OTCQB Market. We believe that the Reverse Stock Split is the Corporation’s
best option to meet one of the sets of criteria to obtain an initial listing on The Nasdaq Capital Market. The Nasdaq Capital Market
requires, among other criteria, an initial bid price of least $4.00 per share or a closing price of $3.00 per share (or, if certain other
conditions are met, which may not apply to us, a closing price of $2.00 per share), depending on the other quantitative listing standards
that are met in connection with the initial listing. Following an initial listing, The Nasdaq Capital Market requires that a listed
company maintain a bid price of at least $1.00 per share. On February 11, 2022, the last reported sale price of the Common Stock on the
OTCQB Market was $0.0857 per share. A decrease in the number of outstanding shares of the Common Stock resulting from the Reverse Stock
Split should, absent other factors, increase the per share market price of the Common Stock, although the Corporation cannot provide
any assurance that the minimum bid price of the Common Stock would remain over the minimum bid price requirement of The Nasdaq Capital
Market following the Reverse Stock Split and until such time that the Corporation submits its initial listing application to The Nasdaq
Capital Market.
Effect
of the Reverse Stock Split
The
principal effect of the Reverse Stock Split will be a decrease in the number of shares of Common Stock issued and outstanding
from 34,753,669 shares of Common Stock as of January 24, 2022, to approximately 1,241,202 shares of Common Stock upon the consummation
of the Reverse Stock Split. The Reverse Stock Split will affect all Stockholders of the Corporation uniformly and will not affect
any Stockholders’ percentage ownership interest in the Corporation or proportionate voting power, except to the extent that
the Reverse Stock Split results in any Stockholder holding a fractional share of Common Stock. No fractional shares of Common Stock will
be issued as the result of the Reverse Stock Split, rather, each Stockholder will be entitled to receive one share of Common Stock in
lieu of the fractional share that would have resulted from the Reverse Stock Split. The Common Stock issued pursuant to the Reverse Stock
Split will remain fully paid and non-assessable. The Reverse Stock Split shall not affect any rights, privileges or obligations with
respect to the shares of Common Stock existing prior to the Reverse Stock Split, nor does it increase or decrease the market capitalization
of the Corporation. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction”
under Rule 13e-3 of the Exchange Act. The Corporation will continue to be subject to the periodic reporting requirements of the Exchange
Act.
Certain
Risks Associated with Reverse Stock Split
Stockholders
should recognize that each such Stockholder will own a lesser number of Common Stock than such Stockholder presently owns. While the
Corporation hopes that the Reverse Stock Split will result in an increase in the potential stock price of the Common Stock, the Corporation
cannot assure each Stockholder that the Reverse Stock Split will increase the potential stock price of the Common Stock by a multiple
equal to the inverse of the Reverse Stock Split ratio or result in the permanent increase in any potential stock price (which is dependent
upon many factors, including our performance and prospects). Should the stock price of the Common Stock decline, the percentage decline
as an absolute number and as a percentage of the Corporation’s overall market capitalization may be greater than would occur in
the absence of the Reverse Stock Split. Furthermore, the possibility exists that potential liquidity in the stock price of the Common
Stock could be adversely affected by the reduced number of shares of Common Stock that would be outstanding after the Reverse Stock Split.
In addition, the Reverse Stock Split will increase the number of Stockholders who own odd lots (less than 100 shares). Stockholders who
hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting
such sales. As a result, the Corporation cannot assure each Stockholder that the Reverse Stock Split will achieve the desired results
that have been outlined above.
Fairness
of the Process
The
Board of the Corporation did not obtain a report, opinion, or appraisal from an appraiser or financial advisor with respect to the Reverse
Stock Split and no representative or advisor was retained on behalf of the unaffiliated stockholders to review or negotiate the terms
of the Reverse Stock Split.
Street
Name Holders of Common Stock
The
Corporation intends for the Reverse Stock Split to treat Stockholders holding Common Stock in street name through a nominee (such as
a bank or broker) in the same manner as Stockholders whose shares are registered in their names. Nominees will be instructed to effect
the Reverse Stock Split for their beneficial holders. However, nominees may have different procedures. Accordingly, Stockholders holding
Common Stock in street name should contact their nominees.
Stock
Certificates
Mandatory
surrender of certificates is not required by the Stockholders. The Corporation’s transfer agent will adjust the record books of
the Corporation to reflect the Reverse Stock Split as of the Effective Date. New certificates will not be mailed to the Stockholders.
Staggered
Board
Reasons
for the Staggered Board
The
Board believes that a classified board of directors serves the best interests of the Corporation and its Stockholders by promoting
the continuity and stability of the Corporation and its business. By implementing a staggered election of directors, the Corporation
can ensure that, at any given time, at least a majority of the directors will have had prior experience on the Board. The Board also
believes that classification may enhance the Corporation’s ability to attract and retain well-qualified individuals who are able
to commit the necessary time and resources to understand the Corporation, its business affairs and operations. The continuity and quality
of leadership that results from a Staggered Board should, in the opinion of the Board, promote the long-term value of the
Corporation. Staggered terms for directors may also moderate the pace of change in the Board by extending the time required to elect
a majority of directors from one to two annual meetings of Stockholders. This delay is designed to reduce the vulnerability of the Corporation
to unsolicited takeover attempts and attempts to compel the Corporation’s restructuring or otherwise force it into an extraordinary
transaction. The Board believes that this delay also serves the best interests of the Corporation and its Stockholders by encouraging
potential acquirors to negotiate with the Board rather than act unilaterally. The Board believes that under most circumstances it will
be able to obtain the best terms for the Corporation and the Stockholders if it is in a position to negotiate effectively on their behalf.
The
implementation of a Staggered Board is not in response to any specific effort of which the Corporation is aware to accumulate
the Corporation’s stock or to obtain control of the Corporation through a proxy solicitation in opposition to management.
Although
the creation of a Staggered Board of directors is designed as a protective measure for the Corporation’s Stockholders,
the creation of a classified board of directors may have the effect of preventing Stockholders from realizing an opportunity to sell
their shares of capital stock at higher than market prices by deterring unsolicited tender offers or other efforts to obtain control
of the Corporation. By classifying the Board, the Staggered Board may extend the time required to effect an unsolicited change in control
of the Board, which may discourage unsolicited takeover bids for the Corporation. Upon effectiveness of the Staggered Board, it will
take at least two annual meetings for a simple majority of outstanding shares to effect a change in control of the Board because only
a minority of the directors will be elected at each meeting. Without the ability to obtain control of the Board quickly, an unsolicited
takeover bidder may be incapable of taking action necessary to remove other impediments to its acquisition of the Corporation, even if
that takeover bidder were to acquire a majority of our outstanding shares of Common Stock. This situation may discourage unsolicited
tender offers, perhaps including some tender offers that Stockholders would conclude to be in their best interests if made.
Description
of the Staggered Board
Pursuant
to Section 141(d) of the Delaware General Corporation Law, stockholders may, by amendment to the Certificate of Incorporation or by a
Bylaw adopted by a vote of the stockholders, divide the directors of any Delaware corporation, including the Corporation, into one, two
or three classes.
The
Board has approved and the Majority Consenting Stockholders have approved the Staggered Board, as reflected in the Amended and Restated
Certificate, which establishes a classified board of directors. Each class will consist, as nearly as may be possible, of one third of
the total number of directors constituting the entire Board, and the classes will serve staggered, three year terms. The Class I directors
will serve until the first annual stockholders meeting subsequent to the effectiveness of the Amended and Restated Certificate. The Class
II directors will serve until the second annual stockholders meeting subsequent to the effectiveness of the Amended and Restated Certificate.
The Class III directors will serve until the third annual stockholders meeting subsequent to the effectiveness of the Amended and Restated
Certificate.
If
the number of directors is changed, any increase or decrease shall be so apportioned by the Board among the classes so as to maintain
the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term coinciding with the remaining term of that class, but in no case
will a decrease in the number of directors constituting the Board shorten the term of any incumbent director.
The
Board is authorized to assign directors in office at the time the Board classification first takes effect to each class. The Amended
and Restated Certificate will enter into effect subject to the closing of the Merger Agreement, and, hence, only at such time will the
Board assign directors in office as of such date.
The
foregoing description of the Staggered Board is qualified in its entirety by reference thereto, which is attached as Exhibit B
to this Information Statement.
Staggered
Board Effective Date
The
Corporation will need to file the Amended and Restated Certificate with the Delaware Secretary of State in order for the Staggered Board
to become effective. Under federal securities rules and regulations, the Corporation may not file the Amended
and Restated Certificate until at least 20 calendar days after the mailing of this Information Statement to the Stockholders.
The effectuation of the Staggered Board is conditioned upon the completion of the closing conditions under the Merger Agreement. Therefore,
the Amended and Restated Certificate shall be filed with the Delaware Secretary of State
as soon as practicable once the closing conditions under the Merger Agreement are met, which shall be following the required 20 calendar
day waiting period and following the receipt of the required regulatory approvals from FINRA with respect to the Name Change and Reverse
Stock Split.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table lists the number of shares of Common Stock of our Corporation as of the Record Date that are beneficially owned by (i)
each person or entity known to our Corporation to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each
officer and director of our Corporation; and (iii) all officers and directors as a group. Information relating to beneficial ownership
of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial
ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial
owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security,
or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days. Under the rules of the
SEC, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he/she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting
and investment power.
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Name of Beneficial Owner
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Common Stock
Beneficially
Owned (1)
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Percentage of
Common Stock
Owned (1)
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Principal Stockholders
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Gix Internet Ltd. (1)
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20,281,085
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65.58
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%
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L.I.A. Pure Capital Ltd. (2)
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1,831,427
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5.26
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%
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Executive Officers and Directors
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Amihay Hadad
Director, Chief Executive Officer and Chief Financial Officer
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-
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-
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%
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Alon Dayan
Director
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50,000
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*
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%
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Officers and Directors as a Group (2 persons)
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*
Less than 1%.
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(1)
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Includes
(i) 20,281,085 of shares of Common Stock, (ii) warrants to purchase up to 3,649,318 shares of restricted Common Stock with an exercise
price of $0.48 per share, and (iii) warrants to purchase up to 3,649,318 shares of restricted Common Stock with an exercise price
of $0.80 per share, which are currently exercisable or will become exercisable within 60 days of December 31, 2021.
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(2)
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The number
of shares shown as beneficially owned by this stockholder is based on its Amendment No. 1 to its Schedule 13G filed with
the SEC on February 14, 2022.
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ADDITIONAL
INFORMATION
The
Corporation is subject to the filing requirements of the Exchange Act, and in accordance therewith files reports, proxy/information statements
and other information including annual and quarterly reports on Form 10-K and 10-Q (the “Exchange Act Filings”) with the
SEC. Reports and other information filed by the Corporation can be inspected and copied at the public reference facilities maintained
at the Commission at 100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon written request addressed
to the Commission, Public Reference Section, 100 F Street, NE Washington, D.C 20549, at prescribed rates. The Commission maintains a
web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
We
will provide without charge an information statement upon written or oral request of such person by first class mail or other equally
prompt means within one business day of receipt of such request, a copy of any and all of the information that has been incorporated
by reference in this proxy statement (not including exhibits to the information that is incorporated by reference unless such exhibits
are specifically incorporated by reference into the information that the proxy statement incorporates). Such requests should be directed
to the address and phone number indicated below. This includes information contained in documents filed subsequent to the date on which
definitive copies of the proxy statement are sent or given to security holders, up to the date of responding to the request.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to Stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Corporation will deliver promptly upon written or oral request a separate
copy of the Information Statement to a Stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by sending a written notification stating (i) your name, (ii) your shared address and (iii)
the address to which the Corporation should direct the additional copy of the Information Statement, to the Corporation at Viewbix Inc.,
11 Derech Menachem Begin Street, Ramat Gan, Israel, 5268104.
If
multiple Stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would
prefer the Corporation to mail each Stockholder a separate copy of future mailings, you may mail notification to, or call the Corporation
at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information
Statement or other corporate mailings and would prefer the Corporation to mail one copy of future mailings to Stockholders at the shared
address, notification of such request may also be made by mail or telephone to the Corporation’s principal executive offices.
This
Information Statement is provided to the holders of Common Stock of the Corporation only for informational purposes in connection with
the Stockholder actions by written consent described herein, pursuant to and in accordance with Rule 14c-2 under the Exchange Act. Please
carefully read this Information Statement.
By
order of the Board of Directors of
VIEWBIX
INC.
11
Derech Menachem Begin Street,
Ramat
Gan, Israel
Tel:
+972 9-774-1505
February
14, 2022
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By:
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/s/
Amihay Hadad
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Amihay
Hadad
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Director, Chief Executive Officer and Chief Financial Officer
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Exhibit
A
Consent
Of The Majority
Stockholders
Of
Viewbix
Inc.
February
13, 2022
The
undersigned, being the required majority of the stockholders (the “Majority Stockholders”) of Viewbix Inc., (the “Company”),
and acting in accordance with Section 228 of the General Corporation Law of the State of Delaware, as amended (the “Law”)
do hereby consent in writing to the adoption of the following resolutions, which resolutions will have the same force and effect as if
duly adopted at a meeting of the Company’s stockholders duly called and held.
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1.
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Amended
and Restated Certificate of Incorporation
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WHEREAS,
on December 5, 2021, the Company entered into the Agreement and Plan of Merger, with Gix Media Ltd., an Israeli company and Vmedia Merger
Sub Ltd., an Israeli company and wholly owned subsidiary of the Company (the “Merger Agreement”);
WHEREAS,
on January 3, 2021, the Board deemed it advisable and in the best interests of the stockholders of the Company to approve and recommend
that the stockholders of the Company approve an amended and restated certificate of incorporation to reflect certain changes in connection
with the closing of the Merger Agreement, inter alia:
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(i)
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changing
the Company’s name from “Viewbix Inc.” to “Gix Media, Inc.”
(the “Name Change”);
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(ii)
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effecting
a reverse stock split of the Company’s issued and outstanding common stock, par value
$0.0001 per share (the “Common Stock”), at a ratio as shall be determined
by the Board prior to the effectiveness of the foregoing reverse stock split (the “Reverse
Stock Split”); and
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(iii)
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adopting
a staggered board structure, pursuant to which the Board shall be classified into three classes
where each class shall serve for a term of three years and at each annual general meeting
of the stockholders a different class shall stand for re-election (the “Staggered
Board” and together with the Name Change and Reverse Stock Split, the “Primary
Amendments”).
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WHEREAS,
simultaneous with and contingent upon the closing of the Merger Agreement, the undersigned stockholder of the Company deems it advisable
and in the best interests of the Company and its stockholders to amend and restate its Certificate of Incorporation, substantially in
the form attached hereto as Exhibit A, (the “Amended and Restated Certificate”) in order to, among other things,
effectuate the Primary Amendments.
RESOLVED,
to approve, that the currently effective Certificate of Incorporation be replaced in its entirety and in its place to adopt the Amended
and Restated Certificate, substantially in the form attached hereto as Exhibit A, upon and subject to the closing of the Merger
Agreement;
RESOLVED,
that the Board, without requiring additional approval from the stockholders of the Company, is authorized to determine the final ratio
of the Reverse Stock Split, and that each and any of the officers and directors of the Company are hereby authorized and directed to
take all steps necessary to file the Amended and Restated Certificate with the Delaware Secretary of State, and any required regulatory
filings with the Securities and Exchange Commission (SEC) or the Financial Industry Regulatory Authority (FINRA) in order to effect,
inter alia, the Reverse Stock Split and Name Change.
RESOLVED,
that any officer and director of the Company (each an “Authorized Person”) be, and each of them acting alone hereby
is, authorized, empowered and directed, in the name and on behalf of the Company, to take or cause to be taken any and all such further
actions, to execute and deliver or cause to be executed and delivered all such other documents, certificates, instruments and agreements,
and to make such filings, in the name and on behalf of the Company, to incur and to pay all such fees and expenses as such Authorized
Person shall in its judgment determine to be necessary, appropriate, desirable or advisable to carry out fully the intent and purposes
of the foregoing resolutions, and the execution by such Authorized Person of any such document, the making of any such filings, or the
payment of any such expenses or the doing by such Authorized Person of any act in connection with the foregoing matters shall conclusively
establish his authority therefor and the approval of the documents so executed, the expenses so paid, the filings so made and the actions
so taken;
Resolved,
that all actions previously taken by any Authorized Person in connection with the transactions contemplated by the foregoing resolutions
be, and they hereby are, adopted, ratified, confirmed and approved in all respect; and
Resolved,
that this consent of the Majority Stockholders shall take effect immediately as of the date first above written and shall be filed in
the record book of the Company with the minutes of the meetings of the stockholders of the Company.
[Signature
pages to follow]
IN
WITNESS HEREOF, the undersigned stockholders have executed this Written Consent, which may be executed in one or more counterparts,
as of the last date written below and direct that this Written Consent be filed with the minutes of the proceedings of the Company’s
Stockholders.
[Viewbix
Inc. / Stockholders’ Resolution / February 13, 2022]
Exhibit
B
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF
GIX
MEDIA, INC.
Gix
Media, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of
the State of Delaware (the “DGCL”), does hereby certify as follows:
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1.
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Effective
upon the filing of this Amended and Restated Certificate of Incorporation (the “Restated
Certificate”) with the Secretary of State of the State of Delaware, the name of
the Corporation is hereby changed from “Viewbix Inc.” to “Gix
Media, Inc.”. The Corporation was originally incorporated under the name Zaxis
International, Inc. by the filing of its original Certificate of Incorporation with the Secretary
of State of the State of Ohio in 1989.
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2.
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This
Restated Certificate, which amends, restates and further integrates the certificate of incorporation
of the Corporation as heretofore in effect, has been approved by the Board of Directors of
the Corporation (the “Board of Directors”) in accordance with Sections
242 and 245 of the DGCL, and has been adopted by the written consent of the stockholders
of the Corporation in accordance with Section 228 of the DGCL.
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3.
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The
text of the certificate of incorporation of the Corporation, as heretofore amended, is hereby
amended and restated by this Restated Certificate to read in its entirety as set forth in
EXHIBIT A attached hereto.
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IN
WITNESS WHEREOF, Gix Media, Inc. has caused this Restated Certificate to be signed by a duly authorized office of the Corporation, on
____________, 2022.
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Gix
Media, Inc., a Delaware corporation
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By:
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Name:
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Title:
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[Signature
Page to Gix Media, Inc. Certificate of Incorporation]
EXHIBIT
A
ARTICLE
I
Without
any other action on the part of the Corporation or any other person, effective upon the filing of this Restated Certificate with the
Secretary of State of the State of Delaware (the “Effective Time”), the name of the corporation is hereby changed
from “Viewbix Inc.” to “Gix Media, Inc.” (the “Corporation”).
ARTICLE
II
The
address of the Corporation’s registered office in the State of Delaware is 16192 Coastal Highway, in the City of Lewes, County
of Sussex, Zip Code 19958. The name of its registered agent at such address is Harvard Business Services, Inc.
ARTICLE
III
The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the “DGCL”) as it now exists or may hereafter be amended and supplemented.
ARTICLE
IV
The
Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred
Stock.” The total number of shares of capital stock which the Corporation shall have authority to issue is 500,000,000. The
total number of shares of Common Stock that the Corporation is authorized to issue is 490,000,000, having a par value of $0.0001 per
share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is 10,000,000, having a par value
of $0.0001 per share.
Without
any other action on the part of the Corporation or any other person, effective upon Effective Time, each share of Common Stock issued
and outstanding immediately prior to the Effective Time (collectively, the “Pre-Split Common Stock”) shall automatically
and without any action on the part of the holder thereof be reclassified such that each twenty-eight (28) shares of Common Stock shall
become one share of Common Stock (such reduction and resulting combination of shares is designated as the “Reverse Stock Split”).
The par value of the Common Stock following the Reverse Stock Split shall remain $0.0001 per share and the authorized share capital shall
remain as set forth above in this Article IV. Each holder of Pre-Split Common Stock shall be entitled to receive a number of shares equal
to the number of shares represented by such certificate or certificates of such holder’s Pre-Split Common Stock divided by twenty-eight
(28) and then rounded up to the nearest whole number. No fractional shares will be issued in connection with our following the Reverse
Stock Split.
The
number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding)
by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the
Corporation entitled to vote thereon.
ARTICLE
V
The
designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class
of capital stock of the Corporation are as follows:
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1.
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General.
The voting, dividend, liquidation, and other rights and powers of the Common Stock are
subject to and qualified by the rights, powers and preferences of any series of Preferred
Stock as may be designated by the Board of Directors of the Corporation (the “Board
of Directors”) and outstanding from time to time.
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2.
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Voting.
Except as otherwise provided herein or expressly required by law, each holder of Common
Stock, as such, shall be entitled to vote on each matter submitted to a vote of stockholders
and shall be entitled to one (1) vote for each share of Common Stock held of record by such
holder as of the record date for determining stockholders entitled to vote on such matter.
Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled
to vote on any amendment to this Restated Certificate (including any Certificate of Designation
(as defined below)) that relates solely to the rights, powers, preferences (or the qualifications,
limitations or restrictions thereof) or other terms of one or more outstanding series of
Preferred Stock if the holders of such affected series are entitled, either separately or
together with the holders of one or more other such series, to vote thereon pursuant to this
Restated Certificate (including any Certificate of Designation) or pursuant to the DGCL.
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Subject
to the rights of any holders of any outstanding series of Preferred Stock, the number of authorized shares of Common Stock may be increased
or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the
stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.
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3.
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Dividends.
Subject to applicable law and the rights and preferences of any holders of any outstanding
series of Preferred Stock, the holders of Common Stock, as such, shall be entitled to the
payment of dividends on the Common Stock when, as and if declared by the Board of Directors
in accordance with applicable law.
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4.
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Liquidation.
Subject to the rights and preferences of any holders of any shares of any outstanding
series of Preferred Stock, in the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation
that may be legally distributed to the Corporation’s stockholders shall be distributed
among the holders of the then outstanding Common Stock pro rata in accordance with
the number of shares of Common Stock held by each such holder.
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Shares
of Preferred Stock may be issued from time to time in one or more series, each of such series
to have such terms as stated or expressed herein and in the resolution or resolutions providing
for the creation and issuance of such series adopted by the Board of Directors as hereinafter
provided.
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Authority
is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by
filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”),
to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including
without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or
decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and
expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the
foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such
series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this
Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred
Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Restated Certificate (including
any Certificate of Designation).
The
number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding)
by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions
of Section 242(b)(2) of the DGCL.
ARTICLE
VI
For
the management of the business and for the conduct of the affairs of the Corporation it is further provided that:
A.
Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the directors of
the Corporation shall be classified with respect to the time for which they severally hold office into three classes, designated as Class
I, Class II and Class III. The initial Class I directors shall serve for a term expiring at the first annual meeting of the stockholders
following the consummation of that Agreement and Plan of Merger, dated December 5, 2021 (the “Effective Time”); the
initial Class II directors shall serve for a term expiring at the second annual meeting of the stockholders following the Effective Time;
and the initial Class III directors shall serve for a term expiring at the third annual meeting following the Effective Time. At each
annual meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders following the Effective Time,
subject to any special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the successors
of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting
of stockholders held in the third year following the year of their election. Each director shall hold office until his or her successor
is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. No decrease in the number
of directors shall shorten the term of any incumbent director. The Board of Directors is authorized to assign members of the Board of
Directors already in office to Class I, Class II and Class III.
B.
Except as otherwise expressly provided by the DGCL or this Restated Certificate, the business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The number of directors which shall constitute the whole Board of Directors
shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors.
C.
Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the Board of Directors
or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders
of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote
at an election of directors.
D.
Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, except as otherwise
provided by law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal or
other causes and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by
the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director (other
than any directors elected by the separate vote of one or more outstanding series of Preferred Stock), and shall not be filled by the
stockholders. Any director appointed in accordance with the preceding sentence shall hold office until the expiration of the term of
the class to which such director shall have been appointed or until his or her earlier death, resignation, retirement, disqualification,
or removal.
E.
Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as
a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders,
the election, term of office, removal and other features of such directorships shall be governed by the terms of this Certificate of
Incorporation (including any Certificate of Designation). Notwithstanding anything to the contrary in this Article VI, the number of
directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant
to paragraph B of this Article VI, and the total number of directors constituting the whole Board of Directors shall be automatically
adjusted accordingly. Except as otherwise provided in the Certificate of Designation(s) in respect of one or more series of Preferred
Stock, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right
pursuant to the provisions of such Certificate of Designation(s), the terms of office of all such additional directors elected by the
holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or
removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified
as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced
accordingly.
F.
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend
or repeal Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of the Corporation required
by applicable law or by this Certificate of Incorporation (including any Certificate of Designation in respect of one or more series
of Preferred Stock) or the Bylaws of the Corporation, the adoption, amendment or repeal of the Bylaws of the Corporation by the stockholders
of the Corporation shall require the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding
shares of voting stock of the Corporation entitled to vote generally in an election of directors.
G.
The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.
ARTICLE
VII
A.
Unless otherwise prohibited under exchange rules, and for so long as the Corporation’s Common Stock is not approved for listing
on the Nasdaq Stock Market LLC, any action required or permitted to be taken by the stockholders of the Corporation may be taken by written
consent in lieu of a meeting signed by the stockholders having not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation
in accordance with the applicable provisions of the DGCL. Notwithstanding the foregoing, any action required or permitted to be taken
by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series,
may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Certificate
of Designation relating to such series of Preferred Stock, if a consent or consents in writing, setting forth the action so taken, shall
be signed by the holders of outstanding shares of the relevant series of Preferred Stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation in accordance with the applicable provisions of the DGCL.
B.
Subject to the special rights of the holders of one or more series of Preferred Stock, special meetings of the stockholders of the Corporation
may be called, for any purpose or purposes, at any time only by or at the direction of the Board of Directors, the Chairperson of the
Board of Directors, the Chief Executive Officer or President, and shall not be called by any other person or persons.
C.
Advance notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders
before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.
ARTICLE
VIII
No
director of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach
of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the
DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article VIII, or the adoption of any
provision of the Restated Certificate inconsistent with this Article VIII, shall not adversely affect any right or protection of a director
of the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL
is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the DGCL as so amended.
ARTICLE
IX
The
Corporation shall have the power to provide rights to indemnification and advancement of expenses to its current and former officers,
directors, employees and agents and to any person who is or was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise.
ARTICLE
X
Unless
the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”)
of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District
of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive
forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting
a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or to the Corporation’s
stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the bylaws of the Corporation or
this Restated Certificate (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against
the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article X, the federal
district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or
causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant
to such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by the Corporation, its officers
and directors, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession
gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the
offering. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed
in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder,
such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware
in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence
and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the
Foreign Action as agent for such stockholder.
Any
person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of
and consented to this Article X. Notwithstanding the foregoing, the provisions of this Article X shall not apply to suits brought to
enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts
of the United States have exclusive jurisdiction.
If
any provision or provisions of this Article X shall be held to be invalid, illegal or unenforceable as applied to any circumstance for
any reason whatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining
provisions of this Article X (including, without limitation, each portion of any paragraph of this Article X containing any such provision
held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby and (b) the application of such provision to other persons or entities and circumstances shall not in any
way be affected or impaired thereby.
ARTICLE
XI
A.
Notwithstanding anything contained in this Restated Certificate to the contrary, in addition to any vote required by applicable law,
the following provisions in this Restated Certificate may be amended, altered, repealed or rescinded, in whole or in part, or any provision
inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2/3% of the total voting
power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: Part
B of Article V, Article VI, Article VII, Article VIII, Article IX, Article X, and this Article XI.
B.
If any provision or provisions of this Restated Certificate shall be held to be invalid, illegal or unenforceable as applied to any circumstance
for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining
provisions of this Restated Certificate (including, without limitation, each portion of any paragraph of this Restated Certificate containing
any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall
not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby and (ii) to the fullest extent permitted
by applicable law, the provisions of this Restated Certificate (including, without limitation, each such portion of any paragraph of
this Restated Certificate containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit
the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service
to or for the benefit of the Corporation to the fullest extent permitted by law.