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 February 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
Settlement
of Dominion Capital LLC Suit
As
previously reported, in December 2023, Dominion Capital LLC (“Dominion”), a sponsor
of Mount Rainier Acquisition Corp., the special purpose acquisition company with which Hub Cyber Security Ltd. (the “Company”)
entered into a business combination in 2023, sued the Company in a New York State Court alleging
that the Company failed to repay $2.5 million that Dominion allegedly disbursed on behalf of the Company pursuant to a promissory note.
Dominion asserted that it was entitled to damages in the amount of the loan principal plus interest and attorneys’ fees and was
awarded summary judgment. Dominion also submitted to the Tel Aviv District Court a petition to commence insolvency proceedings.
On
February 20, 2024, the Company and Dominion agreed to settle the claims
for $4.5 million, with $400,000 being payable by February 21, 2025, $200,000 payable by March 3, 2025 and the remaining balance payable
in ten monthly payments of $390,000 from March to December 2025. Dominion agreed that, upon receipt of the first installment payment,
it will file a motion to stay the Israeli insolvency proceedings, and upon receipt of the second installment payment, it will file a
motion to cancel the Israeli insolvency proceedings.
As
part of the settlement arrangement, Claymore Capital Pty Ltd. (“Claymore”) agreed to make on the Company’s behalf all
the payments that the Company is required to make under the settlement agreement with Dominion.
In consideration, the Company issued Claymore a convertible note in the principal amount of $7.5 million. The note
does not bear interest and is repayable by way of conversion into the Company’s ordinary shares on February 20, 2030, subject to
earlier conversion by Claymore. The note is convertible into ordinary shares at a rate equal to 25% below the lower of (i) the
closing price per share of the ordinary shares immediately preceding the conversion and (ii) the volume-weighted
average price of the ordinary shares over the five trading days prior to the conversion, subject to a collar between $1.50 and
the Nasdaq floor price.
In
the event Claymore defaults on its installment payment obligations to Dominion, the principal amount of the note will be reduced by 1.667
times the amount of such installment. The Company also undertook to grant Claymore liens on the Company’s shares in BlackSwan Technologies,
Inc. and on incoming revenues of the Company in the amount of $6 million in the event that an insolvency event occurs prior to August
20, 2025 or if Nasdaq does not grant the Company the opportunity to come into compliance with its listing conditions by no earlier March
31, 2025.
Settlement
of Oppenheimer & Co. Suit
As
previously reported, on June 12, 2023, Oppenheimer & Co., Inc. (“Oppenheimer”)
filed a claim against the Company in the United States District Court for the Southern District
of New York alleging, among other things, breach of contract, breach of covenant of good faith and fair dealing and quantum meruit, in
connection with investment banking advice and services provided by Oppenheimer in connection with the Company’s 2023 business combination
with Mount Rainier Acquisition Corp. The complaint alleged that the Company owes Oppenheimer in excess of $12 million (as well as
its costs and legal fees associated with the claim) with regards to the business combination, pursuant to a financial advisory agreement
entered into by and between Oppenheimer and the Company in December 2021.
Effective
February 19, 2024, the Company and Oppenheimer agreed to settle the claim
for $3 million, with $1.1 million being paid on the effective date and the remaining balance payable in ten monthly payments of $200,000
from March to December 2025 (with the first payment being $100,000).
As
part of the settlement arrangement, Claymore agreed to make on the Company’s behalf, all the payments that the Company is required
to make under the settlement agreement with Oppenheimer. In consideration, the Company issued Claymore a convertible note in the principal
amount of $6 million. The note does not bear interest and is repayable by way of conversion into
the Company’s ordinary shares on February 18, 2030, subject to earlier conversion by Claymore. The note is convertible into ordinary
shares at a rate equal to 25% below the lower of (i) the closing price per share of the ordinary shares immediately preceding
the conversion and (ii) the volume-weighted average price of the ordinary shares over the
five trading days prior to the conversion, subject to a collar between $1.50 and the Nasdaq floor price.
In
the event Claymore defaults on its payment obligations, the principal amount of the note will be reduced by twice the amount of such
payment. The Company also undertook to grant Claymore liens to secure the Company’s repayment obligations under the note, following
the repayment of note issued to J.J. Astor & Co. on December 30, 2024 and the Company’s receipt of the consent of the applicable
senior lien holders.
Debt
Restructuring
On
February 17, 2025, the Company and Tamas Gottdiener (the “Investor”) agreed to amend the terms of the various series of convertible
notes and warrants previously purchased by the Investor. Pursuant to the amended terms, the maturity date of each of the convertible
notes, having an aggregate principal amount of $11 million (plus accrued interest), was extended to August 16, 2025. Additionally, per
the amendment terms, in the event the notes are not paid or converted in full by April 1, 2025, from and after April 1, 2025, the current
interest rate of the notes will increase from 15% per annum to 20% per annum.
Pursuant
to the amendment, the exercise price of each of the warrants previously issued to the Investor in connection with four tranches of investments
during the course of 2024, which are exercisable for an aggregate of 12,944,444 ordinary shares, was changed to a unified exercise price
of NIS 1.777 (being the NIS equivalent of $0.50 per share based on the last published exchange rate published by the Bank of Israel on
the date of the amendment) and the term of the warrants was extended to a unified end date of February 17, 2030. Prior to the amendment,
the various warrants had exercise prices ranging from $0.50 to $0.70 per share and expiration dates during the course of 2027. The Company
also issued to the Investor an additional warrant exercisable into 2,055,556 ordinary shares at
an exercise price of $0.50 per share and a pre-funded warrant exercisable into 10,000,000 ordinary shares, in each case until
February 17, 2030. Like the previously issued warrants, the exercise of the new warrants
will be limited to the extent that, upon the exercise of the new warrants, the Investor would not
beneficially own more than 4.99% of our outstanding ordinary shares.
Additionally,
pursuant to the amended terms, the Investor will sell all or a signification portion of the notes to a third party who will convert the
notes and attempt to sell the resulting conversion shares. The Investor agreed by no later than April 2, 2025, to inform the Company
in writing of the amount of proceeds the Investor irrevocably received from the sale of such conversion shares by the third party, in
which case the Company shall be deemed to have repaid the principal and accrued interest under the converted notes in the amount equal
to the sale proceeds. In the event that the sale proceeds are lower than the aggregate principal and accrued interest under the converted
notes thereon, the Company agreed to issue to the Investor a convertible note in the principal amount equal to such shortfall amount
(and if the sale proceeds (and any repayments from the Company) are less than $6.5 million, also the interest that would have accrued
on the converted notes in accordance with their terms had they not been converted). The new note would have an interest rate of 20% per
annum, commencing retroactively from the date of conversion of the converted notes, and a maturity date of August 16, 2025, and otherwise
the same terms and conditions as the converted notes. In the event that, at April 2, 2025, the Investor holds unsold conversion shares,
then warrants held by the Investor will be exercised for an equivalent number of ordinary shares pursuant to the terms thereof and such
conversion shares will be deemed to be issued pursuant to such exercise in lieu of the issuance of new ordinary shares.
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 Exhibits 99.1 and 99.2 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: February 20, 2025 |
By: |
/s/ Noah Hershcoviz |
| |
|
Noah Hershcoviz |
| |
|
Chief Executive Officer |
EXHIBIT
INDEX
Exhibit 99.1
HUB
Cyber Security Resolves $16.6 Million in Legacy Liabilities through Strategic Settlements with Oppenheimer & Co. and Dominion Capital;
Secures $13.5 Million Financing on Favorable Terms
TEL AVIV, Israel – February 20, 2025
– HUB Cyber Security Ltd. (NASDAQ: HUBC) (“HUB” or the “Company”), a global leader in confidential
computing and advanced data fabric technology, has successfully executed important settlements with both Oppenheimer & Co. Inc. and
Dominion Capital, eliminating $9.1 million in legacy liabilities. The Company has reduced a combined $16.6 million in claims to a final
settlement amount of just $7.5 million, structured under highly favorable installment terms, significantly strengthening HUB’s balance
sheet and financial flexibility.
To support these settlements, HUB has secured
$13.5 million from Claymore Capital Pty Ltd. In exchange for long-term convertible notes, designed to fully fund the settlement obligations
without requiring any cash outlay from HUB, as all payments under the settlements will be covered by Claymore. This highly favorable financing
structure preserves liquidity, providing the Company with enhanced financial flexibility to focus on expansion and market growth. The
five-year, zero-interest notes effectively refinance short-term liabilities from HUB’s balance sheet, reinforcing the Company’s
commitment to long-term strategic financial management.
Noah Hershcoviz, CEO of HUB Cyber Security,
commented:
“We are concluding a pivotal transitional
period, successfully resolving significant legacy liabilities and eliminating obstacles that once limited our growth potential. Settling
these obligations was a top priority for our management team upon joining HUB, and we are proud to have achieved this milestone. With
these settlements behind us, HUB is now fully focused on executing our growth strategy. Following our transformative BlackSwan acquisition
and a complete executive-level restructuring, we are entering our next phase with a clear strategic direction and a strong pipeline of
opportunities. These transactions strengthen our financial foundation, position us to capitalize on growing market demand, and enhance
our ability to create long-term value for our shareholders.”
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; (x) the risk that Claymore will fail to make required installment payments under
the settlement agreements with Oppenheimer or Dominion; and (xi) 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
Exhibit 99.2
HUB
Cyber Security Secures Six-Month Extension on $11M Notes, and Strengthens Shareholder Equity
Tel Aviv, Israel – February 19, 2025 –
HUB Cyber Security Ltd. (NASDAQ: HUBC) (“HUB” or the “Company”), a global leader in confidential computing and
advanced cybersecurity solutions, has secured a six-month extension on $11 million aggregate principal amount of convertible notes (plus
accrued interest). This agreement enhances financial stability, optimizes the Company’s capital structure, and supports long-term
growth.
As part of the agreement, the investor’s
warrants to purchase 13 million ordinary shares were amended to reclassify them from debt to equity, strengthening HUB’s balance
sheet. In return, the investor has received warrants to purchase 2 million ordinary shares and pre-funded warrants to purchase 10 million
ordinary shares, ensuring long-term shareholder alignment.
Noah Hershcoviz, CEO of HUB Cyber Security
commented: “This extension reflects our ongoing commitment to financial discipline, asset optimization, and sustained corporate
growth. By reinforcing our capital structure, we are confident that HUB is well-positioned to accelerate our market expansion, drive cybersecurity
innovation, and create lasting value for our shareholders.”
This financial adjustment marks another step in
HUB’s strategy to enhance operational flexibility and drive long-term success.
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; and (x) 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
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