Viewbix Inc. has refined the non‑binding term sheet for its acquisition of Quantum X Labs Ltd., cutting the initial equity stake to 40 % of the post‑closing issued and outstanding capital stock while preserving the possibility of earn‑outs that could raise the total equity to 65 % if Quantum meets a series of technology milestones. The deal is supported by a $3 million PIPE financing that will be used to purchase 100 % of Quantum’s shares on a fully diluted basis, with the transaction expected to close in December 2025.
The move signals Viewbix’s deliberate pivot away from its legacy digital‑advertising operations toward high‑growth quantum and artificial‑intelligence markets. Quantum X Labs specializes in precision timing and quantum sensor products for defense, space, and critical infrastructure, and its flagship Cryoclock technology aligns with Viewbix’s vision of a future‑focused portfolio. Earlier this year, Viewbix divested its Cortex Media Group, underscoring the company’s intent to reallocate capital toward emerging technologies.
Viewbix’s financial backdrop explains the equity‑reduced structure. In Q1 2025 the company generated $2.73 million in sales, a steep decline from $10 million in Q1 2024, and 2024 revenue fell to $26.94 million, down 66 % from $79.61 million in 2023. The company has reported net losses and limited cash reserves, making the earn‑out‑heavy deal a prudent way to conserve cash while tying the transaction’s value to Quantum’s future performance.
The earn‑out milestones are tiered: 6 % equity is granted upon completion of prototype Phase 1 and either a binding collaboration with a recognized quantum hardware provider or a patent filing within 18 months; an additional 8 % is awarded after prototype Phase 2 completion and either technical validation from a design partner or an additional patent filing within 30 months; a final 11 % is earned after successful beta testing with partners or a third patent filing within 36 months. These milestones align dilution with tangible progress and mitigate risk for Viewbix shareholders.
CEO Amihay Hadad emphasized that the refined structure “aligns incentives with performance and enhances shareholder value while preserving upside in Quantum’s breakthrough technology.” The statement reflects confidence in Quantum’s potential and a cautious approach to valuation, balancing upside with the company’s cash constraints.
The transaction positions Viewbix in the rapidly expanding quantum and AI sectors, potentially diversifying revenue streams beyond its ad‑tech roots. However, the earn‑out structure introduces execution risk; failure to hit milestones limits dilution but also caps upside. Viewbix’s financial challenges underscore the need for disciplined capital deployment and a clear path to integration and scaling of Quantum’s technology.
The $3 million PIPE financing provides immediate capital, and the deal is slated to close in December 2025. The refined terms reflect Viewbix’s strategic shift and financial prudence while offering Quantum X Labs a clear path to scale within Viewbix’s evolving portfolio.
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