HUBCZ Hub Cyber Security Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2025

 

Commission File Number: 001-41634

 

 

HUB Cyber Security Ltd.

(Exact Name of Registrant as Specified in Its Charter)

 

 

2 Kaplan Street

Tel Aviv 6473403, Israel

+972-3-924-4074

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  ☒            Form 40-F  ☐

 

 

 

CONTENTS

 

BlackSwan Acquisition

 

On January 27, 2025, Hub Cyber Security Ltd. (the “Company”) announced the closing of its previously reported acquisition of BlackSwan Technologies, Inc., a Delaware corporation (“BlackSwan”).

 

As a result of the acquisition, the Company issued to BlackSwan equityholders 31,175,242 ordinary shares and pre-funded warrants to purchase 5,122,691 ordinary shares of the Company. 3,650,000 of the shares issued to the Blackswan equityholders are being held in escrow for a period of 12 months following the closing date to secure certain indemnification obligations. Following the issuance, the Company has 71,196,827 ordinary shares outstanding, with the ordinary shares issued as a result of the acquisition constituting approximately 43.79% of the Company’s outstanding ordinary shares and approximately 29.91% of the Company’s share capital on a fully-diluted basis (after giving effect to additional shares issuable pursuant to adjustment mechanisms under existing securities but excluding existing warrants that are significantly out-of-the-money, unvested equity grants, and convertible notes that are expected to be repaid and not converted). The exercise of the pre-funded warrants is limited to the extent that, upon exercise, the holder and its affiliates would hold more than 4.99% of the Company’s outstanding ordinary shares.

 

The ordinary shares issued in the transaction are subject to transfer restrictions for a period of 18 months following the closing date. Specifically, all such shares are restricted from transfer for a period of six-months. After six months, each former BlackSwan equityholder will be entitled to transfer up to 28% of its shares. Over the following 12 months, an additional 6% of the shares will be released from the lock-up each month.

 

This Report on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this this Report on Form 6-K.

 

The information in this Report on Form 6-K, including in Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the 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, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.

 

 

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.

 

	Hub Cyber Security Ltd.
Date: January 27, 2025	By:	/s/ Noah Hershcoviz
		Noah Hershcoviz
		Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press release entitled “HUB Cyber Security Completes Acquisition of BlackSwan Technologies to Drive AI-Powered Data Solutions for Global Enterprises”, dated January 27, 2025.

 

 

3

 

Exhibit 99.1

 

HUB Cyber Security Completes Acquisition of BlackSwan Technologies to Drive AI-Powered Data Solutions for Global Enterprises

 

This strategic acquisition positions HUB to capitalize on a projected $12.91 billion market by 2032 and deliver advanced security, compliance, and regulatory technologies to banks, fintechs, and governments worldwide.

 

Tel Aviv, Israel – January 27, 2025 – HUB Cyber Security Ltd. (NASDAQ: HUBC) (“HUB” or the “Company”), a global leader in advanced cybersecurity and data fabric technology, is pleased to announce the closing of its highly anticipated acquisition of BlackSwan Technologies, Inc. (“BlackSwan”).

 

HUB believes that the acquisition of BlackSwan will solidify its position as a leading provider of secured data fabric solutions, offering a critical safeguard for banks, financial institutions and other industries navigating an increasingly complex regulatory and cybersecurity environment. The combined operations of HUB and BlackSwan seek to address a market opportunity believed to exceed $12.91 billion, with significant growth anticipated in 2025 and 2026, fueled by rising customer demands and stricter regulatory requirements.

 

BlackSwan’s solutions are trusted by large global banks, fintech firms, and governments. The two companies have collaborated for the past six months and are working together to close new contracts in regulatory tech and other critical use cases. With an established presence in Germany, the UK, Sri Lanka, Poland and Israel, BlackSwan brings a diverse, global customer experience and extensive market reach.

 

Noah Hershcoviz, CEO of HUB Cyber Security, stated, “This acquisition marks a pivotal milestone for HUB, strengthening our position as a leader in secured data management and compliance solutions. We strongly believe BlackSwan’s innovative technologies will enable us to deliver unparalleled value to our clients, particularly in the financial sector, where the demand for robust security and compliance is especially high. With over $50 million invested in BlackSwan’s cutting-edge solutions, we are eager to bring this superior technology to our clients. Our projected revenues from the combined operations are expected to grow significantly and deliver additional bookings of over $25 million in 2025, driven by new customer acquisitions and enhanced operational synergies”.

 

About HUB Cyber Security Ltd.

 

HUB Cyber Security Ltd (“HUB”) was established in 2017 by veterans of the elite intelligence units of the Israeli Defense Forces. The Company specializes in advanced cybersecurity solutions that protect sensitive commercial and government information. HUB’s offerings include encrypted computing technologies that prevent hardware-level intrusions and innovative data theft prevention solutions. Operating in over 30 countries, HUB serves a diverse client base with its cutting-edge cybersecurity appliances and services.

 

Forward-Looking Statements

 

This press release contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated benefits to HUB of the acquisition of BlackSwan, anticipated market opportunity, and projected revenues from the combined operations. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “future,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “seem,” “should,” “will,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

 

 

The forward-looking statements are based on the current expectations of the management of HUB Security, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by the HUB Security and the following: (i) significant uncertainty regarding the adequacy of HUB Security’s liquidity and capital resources and its ability to repay its obligations as they become due; (ii) the war between Israel and Hamas, and the expansion of hostilities to other fronts, which may harm Israel’s economy and HUB Security’s business; (iii) expectations regarding HUB Security’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and HUB Security’s ability to invest in growth initiatives and pursue acquisition opportunities; (iv) the outcome of any legal or regulatory proceedings against HUB Security in connection with our previously announced internal investigation or otherwise; (v) the ability to cure and meet stock exchange continued listing standards and remain listed on the Nasdaq; (vi) competition, the ability of HUB Security to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (vii) limited liquidity and trading of HUB Security’s securities; (viii) geopolitical risk, including military action and related sanctions, and changes in applicable laws or regulations; (ix) the possibility that HUB Security may be adversely affected by other economic, business, and/or competitive factors; (i) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in HUB Security’s Annual Report on Form 20-F/A filed on October 22, 2024.

 

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of HUB Security prove incorrect, actual results may vary in material respects from those expressed or implied in these forward-looking statements.

 

All subsequent written and oral forward-looking statements concerning the business combination or other matters addressed in this press release and attributable to HUB Security or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in the press release. Except to the extent required by applicable law or regulation, HUB Security undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this press release to reflect the occurrence of unanticipated events.

 

Investor Relations:

 

Lytham Partners
Ben Shamsian
646-829-9701
shamsian@lythampartners.com 

 

 

---