F-1: HUB Cyber Security Registers 26.7M Shares for Resale

Sentiment:

Registration Statement (F-1) 2 September 2025 11:43 PM

HUB Cyber Security Ltd. files an F-1 registration statement for the resale of up to 26.7 million ordinary shares by Keystone Capital Partners, LLC, highlighting ongoing financial challenges and recent financing activities.

Delay expectedThe Company failed to timely file its Annual Report on Form 20-F for the fiscal year ended December 31, 2023, with the SEC, receiving a deficiency notice from Nasdaq. An extension was granted until August 19, 2024, and the report was filed on August 16, 2024.Between October 2024 and July 2025, the Company was unable to make required deposits in employee pension and severance funds, which were later paid and settled.The Company has been unable to fully pay required withholding taxes on employee compensation payments and governmental fees.Certain subsidiaries did not make timely tax filings with the ITA for several years.The Company is currently in default of certain terms under the Loan Agreement with Julestar and is in discussions to restructure its obligations.The Company is currently in default of certain terms under the Loan Agreement with Astor and is in discussions to restructure its obligations.The Company is in discussions with AGP about how to resolve the unpaid balance of $730,000 from a convertible note.The Company is in discussions with A-Labs to find solutions to cure claimed defaults under the A-Labs Loan, including failure to make required quarterly interest payments and timely provide a lien on assets.The maturity date of all convertible notes with Tamas Gottdiener (aggregate principal amount of $11,000,000) was extended for an additional six months from August 16, 2025, to February 16, 2026.

Capital raiseRegistration of up to 26,746,175 ordinary shares for resale by Keystone Capital Partners, LLC, which may generate up to $50.0 million in gross proceeds for the Company if it elects to sell shares to Keystone.Entered into a securities purchase agreement on August 27, 2025, for the issuance of subordinated convertible notes (August 2025 Notes) up to an aggregate original principal amount of $20,000,000 to certain accredited investors, including Keystone. Initial closing raised $7,718,750 in cash and exchanged $2,187,500 in notes.Issued August 2025 Warrants to purchase 1,500,108 ordinary shares with an initial exercise price of $3.60 per share.Issued March 2025 Notes to certain investors, including Keystone, in an aggregate principal amount of $2,187,500 for a purchase price of $1,750,000 (plus 25% original issue discount).Received a $2,000,000 term loan from Agile Capital Funding, LLC on April 29, 2025, with net proceeds of $1,800,000.Entered into a Loan Agreement with Julestar LLC on February 4, 2025, for $2,650,000 in consideration for a promissory note of $3,117,647, and issued five-year warrants to purchase 530,000 ordinary shares.Entered into a Loan Agreement with J.J. Astor & Co. on December 30, 2024, for $2,200,000 in consideration for a promissory note of $2,750,000 (net proceeds $2,087,000), and issued a five-year warrant to purchase 1,294,118 ordinary shares.Amended Loan Agreement with Astor on May 28, 2025, to add an additional loan of $1,560,000, evidenced by a $1,853,750 convertible promissory note, and issued a warrant to purchase 631,570 ordinary shares.Claymore Capital Financings: various convertible notes and warrants issued between August 2024 and August 2025, raising significant proceeds and involving the issuance of ordinary shares and pre-funded warrants.Subscription agreements with an investor, Oozi Cats, in July and August 2025 for the purchase of 500,000 ordinary shares at $3.00 per share, for total proceeds of $1.5 million.Re-issued warrants in July 2025 to purchase an aggregate of 2,496,087 ordinary shares to investors from April 2022 financing.The Company is considering possible alternatives to pursue the majority of the remaining $46.0 million committed as part of the PIPE investment from investors.

Worse than expectedThe Company reported a net loss of $39.031 million in 2024, continuing a history of losses.Revenue decreased by 30.7% in 2024 compared to 2023.The independent auditor's report includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern.The Company has negative working capital of $87.672 million and used $17.110 million in operating activities in 2024.The Company is currently in default under certain debt obligations and has failed to receive $46.0 million from PIPE investors.

Summary

HUB Cyber Security Ltd. has filed an F-1 registration statement for the resale of up to 26,746,175 ordinary shares by Keystone Capital Partners, LLC.
These shares include 22,624,434 Keystone Purchase Shares, which the Company may elect to sell to Keystone, and 4,121,741 Keystone Commitment Shares, issued as consideration for Keystone's commitment.
The Company will not receive any proceeds from the resale of these shares by Keystone, but may receive up to $50.0 million from direct sales of ordinary shares to Keystone under the Purchase Agreement.
For the year ended December 31, 2024, the Company reported a total net loss of $39.031 million, an improvement from $86.636 million in 2023.
Revenue decreased by 30.7% to $29.562 million in 2024 from $42.657 million in 2023, primarily due to the termination of less profitable governmental projects in the professional services segment.
Gross profit significantly increased by 572.93% to $5.047 million in 2024 from $0.750 million in 2023, largely attributed to a one-off impairment of supplier backlog recorded in 2023.
The Company has a history of net losses, negative working capital of $87.672 million as of December 31, 2024, and net cash used in operating activities of $17.110 million in 2024, leading to substantial doubt about its ability to continue as a going concern.
Recent financing activities include a securities purchase agreement for up to $20.0 million in subordinated convertible notes in August 2025, and various other convertible debt and warrant issuances.
The Company completed strategic acquisitions of BlackSwan Technology (BST) on January 27, 2025, and Qpoint in April 2024, aiming to enhance its secured data fabric and cybersecurity professional services offerings.
Nasdaq compliance issues regarding minimum bid price and market value of listed securities were resolved by June 12, 2025, following two reverse share splits (10:1 in December 2023 and 1:10 in March 2025).
An internal investigation revealed misappropriation of approximately $582,000 by a former CEO and Chief of Staff, resulting in their termination and ongoing legal actions.

Sentiment

Score: 3

Explanation: The company is in a precarious financial position, evidenced by a 'going concern' warning from its auditor, substantial accumulated losses, and negative working capital. Despite a reduced net loss and strategic acquisitions, revenue declined significantly, and the company relies heavily on dilutive financing to sustain operations. Numerous debt defaults and ongoing legal proceedings add to the instability. The positive gross profit is offset by the overall revenue decline and operational challenges.

Positives

Net loss decreased by 54.95% from $86.636 million in 2023 to $39.031 million in 2024.
Gross profit increased significantly by 572.93% to $5.047 million in 2024 from $0.750 million in 2023, although this was primarily due to a one-off impairment in 2023.
Regained compliance with Nasdaq's minimum bid price and market value of listed securities requirements by June 12, 2025.
Completed strategic acquisitions of BlackSwan Technology (BST) in January 2025 and Qpoint in April 2024 to expand secured data fabric and professional services.
Secured new financing agreements, including up to $50.0 million from Keystone Capital Partners and up to $20.0 million in August 2025 subordinated convertible notes.
Settled significant legal claims with Oppenheimer & Co. for $3.0 million and Dominion Capital LLC for $4.5 million in February 2025.
Restructured $7.0 million of secured debt with United Mizrahi Tefahot Bank (UMTB) in December 2024, deferring principal payments until June 30, 2025.
Maintained a strong gross retention rate of 90% for customers generating over $26.6 million in revenue in 2024.
Management team has been overhauled, and tougher anti-fraud and anti-corruption policies have been enacted following an internal investigation.

Negatives

The Company has a history of net losses, including $39.031 million in 2024, and anticipates incurring net losses for the foreseeable future.
The independent registered public accounting firm's report includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern.
Reported negative working capital of $87.672 million as of December 31, 2024.
Net cash used in operating activities was $17.110 million for the year ended December 31, 2024.
Revenue decreased by 30.7% to $29.562 million in 2024 compared to $42.657 million in 2023, primarily due to the termination of less profitable governmental projects.
Identified material weaknesses in internal control over financial reporting as of December 31, 2024, which had not been fully remedied.
Currently in default under certain debt obligations, including overdue amortization payments totaling approximately $3.9 million.
Failed to receive $46.0 million from PIPE investors, with only $4.0 million closed to date.
Significant finance expenses increased by 74.95% to $12.586 million in 2024, primarily due to convertible components and warrants measurement.
The potential resale of up to 26,746,175 ordinary shares by Keystone Capital Partners, LLC could result in significant dilution to existing shareholders and a decline in the public trading price of ordinary shares.

Risks

The previously disclosed internal investigation into misappropriation of Company funds by a former senior officer may lead to regulatory scrutiny and substantial costs.
The Company has a history of net losses and anticipates incurring net losses for the foreseeable future, with substantial doubt about its ability to continue as a going concern.
Material weaknesses in internal control over financial reporting, if not effectively remediated, could impair the Company's ability to produce timely and accurate financial statements.
Failure to fully execute, integrate, or realize the expected benefits from acquisitions may require significant management attention, disrupt business, and adversely affect results of operations.
Failure to remain in compliance with Nasdaq's continued listing standards could result in a delisting of the Company's securities.
Existing and future debt obligations could impair liquidity and financial condition, and the Company is currently in default under certain debt obligations.
The Company will need to raise additional funds in the near future, and these funds may not be available on acceptable terms, negatively affecting business and operating results.
An inability to attract new customers, retain existing customers, and sell additional services could adversely impact revenue and results of operations.
Actions taken to reduce costs and rebalance investments may not result in anticipated savings or operational efficiencies, could lead to higher-than-expected costs, and disrupt business.
The Company's limited operating history in secured data fabric and confidential computing makes it difficult to evaluate its business and prospects.
If the Company's network security solutions fail to adapt to the rapidly evolving market and cyber threat landscape, sales may decline.
The Company's reputation and business could be harmed by real or perceived shortcomings, defects, or vulnerabilities in its solutions or if customers experience security breaches.
The Company's ability to introduce new products, features, integrations, and enhancements is dependent on adequate research and development resources.
Targeting large corporations and government entities as customers presents challenges and risks, including increased competitive pressures and administrative delays.
The market acceptance of secured data fabric and confidential computing solutions is not fully proven and may develop more slowly or differently than expected.
Operating results may fluctuate significantly due to seasonality and other factors beyond the Company's control, potentially leading to a decline in stock price.
If products do not effectively interoperate with customers' existing or future IT infrastructures, implementations could be delayed or canceled.
The management team has limited experience managing a U.S. listed public company.
The Company faces stark competition for highly skilled personnel, and the loss of key employees or inability to attract talent could harm the business.
Changes in tax laws or exposure to additional income tax liabilities could affect future profitability.
Breaches of systems, cloud/on-premises environments, or internal systems could harm public perception and lead to losses or liabilities.
Undetected defects and errors in products could increase costs and impair market acceptance.
The Company may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized copying.
The dynamic regulatory environment around privacy and data protection may limit offerings, require modifications, and increase operational expenses and potential litigation.
Actual or perceived failures to comply with data protection, privacy, and security laws could adversely affect business, financial condition, and prospects.
The Company may be required to indemnify its directors and officers in certain circumstances.
The Company is subject to securities class actions and other litigation that could negatively impact its business, including substantial costs and liabilities.
If estimates or judgments relating to critical accounting policies are incorrect, operating results could fall below expectations, leading to a decline in share price.
If securities or industry analysts cease publishing research or change recommendations adversely, the price and trading volume of ordinary shares could decline.
As a foreign private issuer, shareholders may not have the same protections afforded to shareholders of companies subject to all Nasdaq corporate governance requirements.
The listing of securities on Nasdaq did not benefit from an underwritten initial public offering, potentially resulting in diminished investor demand and a more volatile public price.
Conditions in Israel, including political, economic, and military conflicts, could materially and adversely affect the Company's business.
It may be difficult to enforce a U.S. judgment against the Company, its officers, and directors in Israel or to assert U.S. securities laws claims in Israel.
Future issuances of additional ordinary shares or other equity securities without shareholder approval would dilute ownership interests and may depress the market price.
The Company or its subsidiaries may be characterized as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, leading to adverse tax consequences for U.S. Holders.
U.S. Holders owning at least 10% of the Company's stock may be subject to adverse U.S. federal income tax consequences.
The IRS may not agree that the Company should be treated as a non-U.S. corporation for U.S. federal income tax purposes.
The Company may become subject to claims for remuneration or royalties for assigned service invention rights by its employees.
Tax benefits available to the Company may be terminated or reduced, increasing costs and taxes.
The Company may be required to take write-downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on its financial condition.

Future Outlook

The Company anticipates incurring net losses for the foreseeable future and expects capital expenditures and working capital requirements to increase due to confidential computing product production and R&D efforts. It plans to raise additional funds in 2025 through equity and/or debt financing, reduce operating spend, and potentially divest assets. The Company believes there will be robust demand for its products due to IT industry transformation and the need to replace traditional data management and network security solutions, aiming to become a category leader in secured data fabric and confidential computing within the next five years. It will continue to invest in R&D and explore strategic partnerships and acquisitions, particularly in the United States, to leverage acquired expertise and transform services into widely salable products. The Company foresees AI and machine learning becoming increasingly important for cybersecurity, with significant market growth projected for data fabric, core banking software, and confidential computing.

Management Comments

Management currently believes that it will be necessary for us to secure additional funds to continue our existing business operations and to fund our obligations.
We believe that the transaction with BST will solidify our position as a leading provider of secured data fabric solutions, offering these technologies and solutions to government entities, banks and financial institutions, and large regulated enterprises.
To the best of the Company's knowledge, the past misappropriation of funds has no current or further impact on the Company, its finances and its business, and is not expected to affect the Company or its expected growth in the future.
HUB's management believes that HUB has great potential for growth and the ability to handle large and complex projects for governments and organizations by providing reliable secured data fabric and cybersecurity solutions for the sensitive data and critical infrastructure of these entities.
HUB believes that it has a strong advantage by already having its zero trust confidential computing solution developed and in the market. HUB believes it has a significant lead compared to its closest competitors and that it can offer customers greater protection against cyber threats at significantly lower costs.
HUB's management believes that this solution is ready for quantum computing threats by integrating quantum key distribution and post-quantum algorithms.
HUB believes that in addition to developing superior technology, a successful technology company must also maintain a disciplined sales and distribution force, alongside an experienced, customer-oriented professional services group.
HUB's management believes that in addition to serving customers with professional services, these employees are also essential for customization and integration of HUB's technology products into customers' networks.

Industry Context

The cybersecurity market is experiencing robust growth, driven by escalating cybercrime costs (projected $10.5 trillion annually by 2025) and increasing regulatory pressures (e.g., NIS2 directive, GDPR, SEC disclosure rules). Enterprises are moving towards consolidated, holistic cybersecurity solutions rather than accumulating multiple tools. The data fabric market is projected to reach $8.9 billion by 2032, fueled by demand for unified data management, real-time analytics, and AI/ML integration across hybrid and multi-cloud environments. Confidential computing is a rapidly expanding segment, expected to grow 90-95% annually through 2026, addressing critical vulnerabilities in data-in-use. Digital transformation in core banking systems, with a market projected to reach $64.96 billion by 2032, further drives demand for secure data fabric solutions. The demand for cybersecurity consulting services is also surging due to technological advancements and a shortage of skilled professionals. Edge computing and 5G markets represent significant opportunities for advanced cybersecurity protections.

Comparison to Industry Standards

HUB's zero-trust confidential computing solution is positioned as having a 'significant lead' over competitors like Cisco Systems, Juniper Networks, Fortinet, Check Point Software Technologies, and Palo Alto Networks, offering greater protection at lower costs.
The Company's secured data fabric (SDF) technology, combined with professional services, aims to enable digital transformation for medium to large banks and financial services companies, competing with major players like Informatica, IBM, Oracle, Microsoft, Talend, and Snowflake.
HUB's solution differentiates by securing data in use, providing true isolation of the entire network stack, and integrating seamlessly with existing IT environments without requiring modifications.
The Perpetual KYC (PKYC) service, priced at $20 per entity per year, offers continuous monitoring and verification, which is a proactive approach compared to traditional periodic manual assessments in the financial services sector.
The Professional Services division, with over 30 years of experience, aims to stand out in a competitive market (including global consulting firms like IBM, Microsoft, SAP, Oracle, SAS Institute) by offering 'innovative and cutting-edge services catered to the latest trends and threats' developed in the demanding Israeli market.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer	Eyal Moshe	Noah Hershcoviz	2023-12-01	Eyal Moshe's employment was terminated for cause on July 24, 2023, following an internal investigation into misappropriation of funds. Noah Hershcoviz was appointed CEO in December 2023, having previously served as Chief Strategy Officer since October 2023.
Interim Chief Financial Officer	NA	Lior Davidsohn	2024-02-01	Lior Davidsohn has served as Interim Chief Financial Officer since February 2024, and previously during September and October 2023.
Chief Technology Officer	NA	Nachman Geva	2024-01-01	Nachman Geva has served as Chief Technology Officer since January 2024.
General Counsel and Chief Legal Officer	Osher Partok Rheinisch	Tuvia Grossman	2025-01-01	Osher Partok Rheinisch resigned on December 31, 2024. Tuvia Grossman was appointed General Counsel and Chief Legal Officer on January 1, 2025.
Head of Strategy	NA	Shai Schiller	2023-10-01	Shai Schiller has served as Head of Strategy since October 2023.
President of the Americas Region	NA	John Rogers	2025-04-01	John Rogers has served as President of the Americas Region since April 2025.
Chairperson of the Board	NA	Renah Persofsky	2025-03-01	Renah Persofsky has served as Active Chairperson of the Board of Directors since March 2025, having been a director since November 2024.
Director	NA	Shlomo Bibas	2025-04-01	Shlomo Bibas has served as a Director since April 2025.
Former Chief of Staff and VP HR	NA	Ayelet Bitan	2023-02-28	Ayelet Bitan resigned in February 2023, following an internal investigation into misappropriation of funds.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Internal Investigation & Remediation	A Special Committee of Independent Directors oversaw an internal investigation into misappropriation of Company funds by a former senior officer. This led to a rehaul of top management and executive officers, and the enactment and enforcement of tougher anti-fraud and anti-corruption policies, oversight, reviews, and checks.	2023-04-20	Aims to improve financial integrity and operational transparency, but incurred substantial costs and diverted management resources. Ongoing regulatory scrutiny is a risk.
Nasdaq Listing Compliance	The Company regained compliance with Nasdaq's minimum bid price and market value of listed securities (MVLS) requirements by March 31, 2025, following reverse share splits (10:1 in December 2023 and 1:10 in March 2025) and an application to transfer to the Nasdaq Capital Market.	2025-03-31	Ensures continued listing on Nasdaq, maintaining market access and investor confidence, but required significant corporate actions including reverse stock splits.
Board Leadership Structure	The Board of Directors has chosen to separate the roles of Chief Executive Officer and Chairperson of the Board, with Renah Persofsky serving as non-executive Active Chairperson.	2025-03-01	Promotes balance between oversight and management, enhancing corporate governance and independent oversight.
Committee Composition	The Audit Committee consists of Ilan Flato (chairperson), Renah Persofsky, and Shlomo Bibas. The Compensation Committee consists of Renah Persofsky, Shlomo Bibas (chairperson), and Ilan Flato. The Nominating and Governance Committee consists of Ilan Flato and Renah Persofsky (chairperson). All members are independent.	2025-04-01	Ensures compliance with Nasdaq independence requirements and strengthens oversight functions in key areas like financial reporting, executive compensation, and board nominations.
Internal Auditor Appointment	Joseph Ginossar of Fahn Kanne, an affiliate of Grant Thornton International, serves as the Company's internal auditor.	NA	Enhances internal control and compliance with Israeli Companies Law requirements by reviewing adherence to applicable law and proper business procedures.
Shareholder Compensation Policy	Shareholders approved changes to equity-based compensation for non-employee directors in 2023 and 2025, including grants of 5,000 RSUs (one-time) and 15,000-80,000 RSUs (annual, depending on role) with specific vesting schedules.	2023-11-30	Aims to retain and motivate directors, aligning their interests with long-term company performance, especially in light of ongoing challenges.
Exclusive Forum Provisions	The Company's Articles provide that federal district courts of the United States are the exclusive forum for Securities Act claims, and Tel Aviv, Israel courts are the exclusive forum for claims under the Companies Law or Israeli Securities Law.	NA	May limit shareholders' ability to choose a preferred judicial forum, potentially increasing litigation costs and discouraging certain lawsuits.
Proposed Companies Law Amendment	The Constitution, Law and Justice Committee of the Israeli Parliament approved a proposed amendment to the Companies Law relating to public companies without a controlling shareholder, which would introduce new corporate governance requirements if enacted.	NA	If enacted, could lead to further changes in board composition (e.g., majority of independent directors), nomination processes, and approval requirements for certain transactions, potentially impacting the Company's governance structure.

Legal Proceedings

Insurance reimbursement claim: Rotem filed a claim in May 2018 against the Company and others for fire damages. The Company believes its liability is remote and has insurance coverage.
Contract Tender Litigation: A class action suit filed March 29, 2022, alleging delayed public announcement of a contract cancellation. Claimed damages increased to NIS 64 million (approximately $17.5 million). Mediation attempts failed, and the Court's ruling on the certification motion is awaited. A provision of $300,000 has been recorded.
Motion for discovery (Section 198A Companies Law): Filed February 8, 2023, regarding the release of Clover Wolf Capital from a PIPE investment and other allegations. The Company's response is due by October 26, 2025, with a hearing scheduled for December 22, 2025 (expected to be postponed).
PIPE Financing Litigation: A class action certification motion filed March 6, 2023, alleging false public announcement of irrevocable PIPE commitments. Claimed damages are over NIS 2.5 million (approximately $0.68 million). Evidentiary hearings are scheduled for October 2021, 2025.
Oppenheimer Suit: A claim filed June 12, 2023, for over $12 million in unpaid investment banking fees. Settled February 19, 2025, for $3.0 million, with Claymore Capital making payments via a convertible note.
Dominion Capital Suit and Insolvency Petition: Dominion sued in December 2023 for $2.5 million unpaid promissory note and filed an insolvency petition on April 10, 2024. Settled February 20, 2025, for $4.5 million, with Claymore Capital making payments via a convertible note. The Israeli insolvency proceedings were dismissed March 7, 2025.
All Ways Gateport Ltd.: A petition filed November 6, 2023, to declare Comsec Distribution Ltd. insolvent for $71,615. The claim was dismissed October 27, 2024, as part of the Comsec debt settlement.
Y.H. Lahav Financial Advisors: Claims filed June 4, 2024, against Blackswan Technologies, Inc. and Cognitive Systems Ltd. for approximately $2.0 million. Mediation is scheduled for October 19, 2025.
Meitar law firm: Filed a claim August 29, 2024, for NIS 562,960 (approximately $154,000) in unpaid legal fees. A judgment was awarded December 18, 2024, and the Company paid the amounts.
Amit Pollak Matalon law firm: Filed a claim April 23, 2025, for NIS 441,624 (approximately $121,000) in unpaid legal fees for Blackswan Technologies, Inc. An agreement was reached July 21, 2025, for NIS 461,624 to dismiss the claim.
Tufin: A claim was filed for NIS 1,891,799 (approximately $518,000) unpaid debt against Comsec Ltd. The claim is expected to be dismissed as part of the Comsec debt settlement.
Bulwarx Ltd.: A claim was filed September 3, 2024, for NIS 163,370 (approximately $45,000) unpaid debt. The claim was settled September 22, 2024.
DoIt International Ltd.: A claim was filed September 11, 2023, against Blackswan Technologies, Inc. for $395,131.06. The case was dismissed by default judgment.
8 Allocate OU: A claim was filed April 4, 2024, against Blackswan Technologies, Inc. for $178,738.22. The case was dismissed by default judgment.
The Phoenix Insurance Company Ltd.: Three claims were filed (October 27, 2024, February 20, 2025, July 17, 2025) against Comsec Ltd. and Hub TLV for missing social benefits payments (total approximately NIS 393,368 or $108,000). These claims are expected to be dismissed as payments were subsequently made.
Class Action Suit HUB Cyber Security Ltd. (S.D.N.Y.): Consolidates complaints alleging material misstatements/omissions in offering materials, internal control issues, and misuse of funds. The motion to dismiss was partially granted, and the case has moved to discovery. Mediation is scheduled for September 3, 2025.
Employment Claims: Several claims from former employees for lost wages, unlawful termination, and unpaid benefits. Some settled (e.g., NIS 50,000, NIS 101,500). Ongoing claims include one for NIS 138,635 (approximately $38,000) and claims against Blackswan subsidiaries in the UK and Poland (total $176,000). A claim against a former BlackSwan Technologies GmbH employee for EUR 47,122.00 resulted in a default judgment, against which the Company lodged an objection. A claim against Cognitive Systems Ltd. for NIS 2,854,993 (approximately $782,000) has an evidentiary hearing scheduled for January 12, 2026.
Company's claims against former employees: Claims filed against the former Chief of Staff and former CEO for declaratory judgment and release of severance pay funds. A counterclaim was filed by the former Chief of Staff for NIS 1,268,481 (approximately $347,000). An evidentiary hearing is scheduled for September 8, 2025, but a postponement has been requested.

Related Party Transactions

Noah Hershcoviz, CEO and Director, is Managing General Partner of The 12.64 Fund, a significant shareholder of BST, which the Company acquired. He also served as Managing Partner, Head of Investing Banking of A-Labs Finance and Advisory, with which the Company had loan agreements and paid $4.2 million in consulting fees (July 2021-March 2023). $2.2 million owed to A-Labs was converted into ordinary shares in March 2023. He converted $382,500 of commissions owed to him into 170,000 ordinary shares in May 2025.
Renah Persofsky, Chairperson of the Board, converted $32,708.50 of board service fees into 14,935 ordinary shares in June 2025.
The Company acquired BlackSwan Technology (BST) on January 27, 2025, a company where Noah Hershcoviz serves as a director and The 12.64 Fund (managed by Mr. Hershcoviz) held shares.
The Company entered into Convertible Loan Agreements with Shayna LP, which subsequently assigned most of its rights to Akina Holding Limited. Commissions totaling $140,000 were paid to A-Labs for services related to these loans.
Claymore Capital PTY Ltd. served as placement agent for various financing transactions, receiving fees in cash, ordinary shares, and warrants. Claymore also agreed to make payments on the Company's behalf for the Oppenheimer and Dominion settlements, in consideration for convertible notes.
Oozi Cats, an investor, purchased 500,000 ordinary shares for $1.5 million in July and August 2025, with the investment arranged by Claymore.
Employment agreements with executive officers and directors, including relatives of certain directors or officers, were duly approved by the Board or Audit Committee.
Equity grants, including options and restricted share units, have been issued to executive officers and directors.
The Company has entered into exculpation, indemnification, and insurance agreements with its directors and executive officers.

Stakeholder Impact

Shareholders face significant dilution risk from the registration of 26.7 million shares for resale by Keystone and other ongoing equity issuances, potentially leading to a decline in share price.
Shareholders are exposed to the Company's precarious financial position, including a 'going concern' warning, substantial accumulated losses, and negative working capital, with no dividends expected in the foreseeable future.
Employees have experienced workforce reductions and the Company has faced challenges in making timely pension and severance fund deposits and tax payments, although some issues have been settled.
Customers may face risks related to the Company's financial instability impacting service delivery and product development, as well as potential security vulnerabilities in solutions.
Creditors are impacted by the Company's debt defaults and ongoing negotiations for restructuring, with some settlements reached but significant liabilities remaining.
Regulatory bodies are scrutinizing the Company due to an internal investigation into fund misappropriation and past non-compliance with Nasdaq listing rules and tax filings.

Next Steps

The Company will file a further amendment to the Registration Statement to delay its effective date until it specifically states it shall become effective or the SEC determines.
The Company will continue pursuing recovery of misappropriated funds from former officers.
The Company will continue efforts to remediate material weaknesses in internal control over financial reporting.
The Company will continue seeking additional funds through equity and/or debt financing arrangements in 2025.
The Company will continue efforts to reduce operating spend and potentially divest assets.
The Company will continue discussions with Julestar to restructure loan obligations.
The Company will continue discussions with Astor to restructure loan obligations.
The Company will continue discussions with AGP to resolve the unpaid balance of $730,000 from a convertible note.
The Company will continue discussions with A-Labs to cure claimed defaults under the A-Labs Loan.
The Company will continue developing data fabric and confidential computing solutions.
The Company will continue investing in research and development.
The Company will continue exploring potential partner and acquisition targets, particularly in the United States.
The Company will leverage acquired companies' professional services to upsell its secured data fabric and confidential computing solutions.
The Company intends to transform acquired companies' services into widely salable products.
The Company intends to file a Form S-8 shortly after the date of this prospectus to register ordinary shares or securities convertible into or exchangeable for ordinary shares issued pursuant to its equity incentive plans.
The Company will provide advisory services to BST in connection with BST's performance under specified commercial agreements.
The Company will conduct activities directed by HUB to integrate BST's technology with HUB's technology.
The Company will make payments for outstanding liabilities to governmental institutions such as social security and the National Insurance Institute.
A preliminary hearing in legal actions against the former Chief of Staff and CEO is set for September 2025.
Evidentiary hearings for the PIPE Financing Litigation are scheduled for October 2021, 2025.
An initial mediation session for the Y.H. Lahav Financial Advisors claim is scheduled for October 19, 2025.
The Company is awaiting the Court's ruling on the certification motion in the Contract Tender Litigation.
The Company is required to file its response to the Discovery Motion by October 26, 2025.
A hearing for the Discovery Motion is scheduled for December 22, 2025, but is expected to be postponed.
An evidentiary hearing for Cognitive Systems Ltd. employees' claims is scheduled for January 12, 2026.
A conciliation hearing for a former BlackSwan Technologies GmbH employee claim is expected to be rescheduled.
The Company will continue to assess its internal controls and procedures and intends to take further action as necessary or appropriate.
The Company will continue to monitor the situation regarding liquidity and capital resources.

Key Dates

Date	Description
2000-01-23	Company's ordinary shares began trading on the Tel Aviv Stock Exchange (TASE).
2007-12-28	Company signed an agreement with ALD Software for the transfer and sale of the software department operation.
2008-01-01	ALD Software became the legal owner of the software department operation.
2010-05-26	Company signed an agreement for investing in Qpoint.
2010-07-01	Qpoint acquisition transaction completed, Company allocated 174 shares of Qpoint.
2017-05-31	Company entered into a lease of offices in Or Yehuda, Israel.
2018-04-01	Lease period for Or Yehuda offices began.
2018-05-31	Rotem filed an insurance reimbursement claim against the Company.
2020-07-06	Comsec Distribution Ltd. entered into a credit agreement with Bank Mizrahi for NIS 5 million.
2021-02-28	HUB TLV and ALD signed a share swap merger agreement.
2021-06-21	The ALD Merger was completed, and ALD later changed its name to Hub Cyber Security Ltd.
2021-09-01	Comsec Ltd. entered into a credit agreement with Bank Mizrahi for NIS 6 million.
2021-09-30	Comsec Ltd. received a loan from Bank Mizrahi for NIS 980,000.
2021-11-16	HUB entered into a settlement agreement with Bank Mizrahi (Mizrahi Settlement).
2021-11-17	The Comsec Acquisition was completed.
2022-03-23	Company entered into the Business Combination Agreement with RNER.
2022-03-27	Company reported the cancellation of a contract tender award, causing a 35% fall in share price on TASE.
2022-03-29	Two plaintiffs petitioned the District Court in Tel Aviv for certification of a class action suit (Contract Tender Litigation).
2022-04-30	Dr. Zigmund Bluvband ceased working at the Company.
2022-05-15	Mr. Dotan Moshe ceased working at the Company.
2022-05-31	Company entered into an Asset Purchase Agreement with Legacy Technologies Gmbh.
2022-07-05	The Legacy asset acquisition was completed.
2022-10-20	Amount claimed in Contract Tender Litigation was reduced from NIS 229,440 thousand to NIS 5,440 thousand.
2022-10-31	Company signed investment agreements with different investors for 9,119 shares and warrants.
2022-12-18	Company requested a hearing before the Nasdaq Hearings Panel regarding delisting notice.
2022-12-28	Company entered into investment agreements with The 12.64 Fund.
2023-01-13	Nasdaq's deadline for the Company to regain compliance with the $1.00 Minimum Bid Price Requirement.
2023-01-16	Company entered into a loan agreement with A-Labs Finance and Advisory Ltd.
2023-01-30	Amount requested in Contract Tender Litigation was increased to NIS 64,000 thousand.
2023-02-02	A partial judgment was issued in Contract Tender Litigation, approving the motion to withdraw against directors.
2023-02-06	Hearing before the Nasdaq Hearings Panel was held.
2023-02-08	Mr. Yuval Lev filed a motion for discovery according to Section 198A of the Companies Law.
2023-02-23	Last trading day of the Company's ordinary shares on the TASE.
2023-02-23	Company entered into Convertible Loan Agreements with Shayna LP (NIS 10 million).
2023-02-28	The Business Combination with RNER was consummated.
2023-03-01	Company's ordinary shares began trading on Nasdaq Capital Market.
2023-03-06	Mr. Majhaj Avner filed a class action certification motion (PIPE Financing Litigation).
2023-03-28	Company entered into an Ordinary Share Purchase Agreement with Dominion Capital LLC (ELOC Transaction).
2023-04-20	Company's board of directors appointed a Special Committee of Independent Directors to oversee an internal investigation.
2023-05-01	Qpoint Technologies Ltd. received a loan from the First International Bank of Israel Ltd. (FIBI).
2023-05-01	Aginix Engineering and Project Management Ltd. received a loan from Bank Hapoalim Ltd.
2023-05-04	Company entered into a Securities Purchase Agreement with Lind Global Asset Management VI LLC.
2023-05-08	First tranche closing of the Lind SPA occurred.
2023-06-01	Company filed a claim against its former Chief of Staff and VP HR.
2023-06-11	Company entered into Convertible Loan Agreements with Shayna LP (NIS 5 million).
2023-06-12	Oppenheimer & Co., Inc. filed a claim against the Company in the United States District Court for the Southern District of New York.
2023-07-07	Company entered into Convertible Loan Agreements with Shayna LP (NIS 1.85 million).
2023-07-24	Employment of Eyal Moshe, former Chief Executive Officer, was terminated for cause.
2023-08-15	Mr. Moshe resigned from the Company's board of directors.
2023-08-17	Company entered into the first amendment with Shayna.
2023-08-23	Company and Lind entered into an amendment to the Lind SPA.
2023-09-28	Company completed a non-recourse loan transaction with Qpoint.
2023-10-07	Deadline to submit a plan to Nasdaq to evidence compliance with the Total Assets and Total Revenue Requirement.
2023-10-07	Preliminary hearing for Dominion Capital LLC's insolvency petition was set.
2023-10-27	All Ways Gateport Ltd. claim against Comsec Distribution Ltd. was dismissed.
2023-11-01	BST Collaboration Agreement became effective.
2023-11-06	All Ways Gateport Ltd. submitted a petition to declare Comsec Distribution Ltd. insolvent.
2023-11-28	Company and Lind entered into an additional amendment to the Lind SPA.
2023-12-14	Company effected a 10:1 reverse share split of its authorized and outstanding ordinary shares.
2023-12-31	Comsec Distribution Ltd. was classified as a discontinued operation.
2024-01-30	Eight respondents filed a motion to dismiss outright the Motion to Certify (PIPE Financing Litigation).
2024-03-24	Company entered into a debt settlement agreement with certain creditors of Comsec.
2024-03-24	Court rejected the Motion to Dismiss in PIPE Financing Litigation.
2024-03-31	Company entered into the first amendment with Shayna and Akina.
2024-04-03	Company acquired the remaining shares of Qpoint for NIS 25,000,000 in cash.
2024-04-10	Dominion Capital LLC submitted a petition to the Tel Aviv District Court to declare the Company insolvent.
2024-04-18	Company entered into the second amendment with Shayna and Akina.
2024-05-09	Company entered into the third amendment with Shayna and Akina.
2024-05-20	Company received a deficiency notice from Nasdaq for not timely filing its 2023 Annual Report on Form 20-F.
2024-05-22	Hearings were conducted for the Contract Tender Litigation.
2024-06-04	Y.H. Lahav Financial Advisors filed claims against Blackswan Technologies, Inc. and Cognitive Systems Ltd.
2024-07-16	Company received a deficiency notice from Nasdaq for failing to comply with the $1.00 minimum bid price requirement.
2024-07-19	Company submitted a plan of compliance to Nasdaq to regain compliance with the Reporting Rule.
2024-07-30	Nasdaq granted the Company's request for an extension to comply with the Filing Requirement until August 19, 2024.
2024-08-16	Company filed its 2023 Annual Report on Form 20-F.
2024-08-23	Company received a deficiency notice from Nasdaq for non-compliance with the Total Assets and Total Revenue Requirement.
2024-08-29	Meitar law firm filed a claim against the Company.
2024-09-03	Bulwarx Ltd. filed a claim against the Company.
2024-09-04	Tufin Software Technologies Ltd. filed a motion to receive a judgment against Comsec Ltd.
2024-09-11	DoIt International Ltd. filed a claim against Blackswan Technologies, Inc.
2024-09-17	Israel Securities Authority and Israel Tax Authority conducted a search of the Company's office.
2024-09-22	Bulwarx Ltd. claim against the Company was settled.
2024-10-09	Company submitted the Compliance Plan to Nasdaq.
2024-10-27	The Phoenix Insurance Company Ltd. filed a claim against Comsec Ltd.
2024-11-08	An additional former Israeli employee's claim was settled for NIS 101,500.
2024-11-11	Company filed a claim against its former chief executive officer.
2024-11-30	Renah Persofsky served as a member of HUB's Board of Directors.
2024-12-11	Company received another notice from Nasdaq stating the Compliance Plan did not evidence ability to achieve compliance.
2024-12-18	Meitar law firm was awarded by the Court with the amount requested in the claim.
2024-12-19	HUB signed a settlement agreement with Bank Mizrahi to restructure $6.1 million of secured debt.
2024-12-30	Company entered into a Loan Agreement with J.J. Astor & Co.
2025-01-15	HUB entered into the Agreement and Plan of Merger with BST.
2025-01-26	BST, Shayna, and Akina entered into a settlement agreement and general release.
2025-01-27	BST merged with and into a wholly-owned subsidiary of HUB.
2025-02-04	Company entered into a Loan Agreement with Julestar LLC.
2025-02-17	Company and Tamas Gottdiener agreed to amend the terms of convertible notes and warrants.
2025-02-19	Company and Oppenheimer agreed to settle the claim for $3.0 million.
2025-02-20	Company and Dominion agreed to settle the claims for $4.5 million.
2025-02-20	The Phoenix Insurance Company Ltd. filed a claim against Hub TLV.
2025-02-21	Company entered into a loan agreement with PrivCap Funding, LLC.
2025-02-23	A former employee's claim against Comsec was settled for NIS 50,000.
2025-02-26	Nasdaq confirmed to the Company via email that it had regained compliance with the MVLS Rules.
2025-02-27	Company received a notice from Nasdaq granting its request to continue listing on the Nasdaq Stock Market.
2025-03-04	Company filed an application to transfer its securities to the Nasdaq Capital Market.
2025-03-05	Deadline for filing an application to transfer to The Nasdaq Capital Market.
2025-03-07	The Israeli insolvency proceedings against the Company were dismissed.
2025-03-11	Company entered into an Ordinary Share Purchase Agreement with Keystone Capital Partners, LLC.
2025-03-27	Company completed the issuance of a series of promissory notes to certain investors.
2025-03-28	Company effected another 1-for-10 reverse share split of its ordinary shares.
2025-03-31	Deadline for demonstrating compliance with the minimum bid price and MVLS requirements.
2025-04-02	A former employee of BlackSwan Technologies GmbH filed a claim for protection against unfair dismissal.
2025-04-03	The Constitution, Law and Justice Committee of the Israeli Parliament approved the version of a proposed amendment to the Companies Law.
2025-04-04	8 Allocate OU filed a claim against Blackswan Technologies, Inc.
2025-04-19	A former employee of BlackSwan Technologies GmbH filed a claim for protection against unfair dismissal.
2025-04-22	Investigators from the Israeli Tax Authority visited the offices of the Company.
2025-04-23	Amit Pollak Matalon law firm filed a claim against the Company.
2025-04-29	Company entered into a Business Loan and Security Agreement with Agile Capital Funding, LLC.
2025-05-18	A supplementary hearing was held before the Court in the Contract Tender Litigation.
2025-05-28	Company amended the Loan Agreement with Astor to add an additional loan.
2025-05-30	Closing price of ordinary shares on May 30, 2025, was $2.25 per share.
2025-06-10	Closing price of ordinary shares on June 10, 2025, was $2.19 per share.
2025-06-12	Nasdaq formally confirmed that the Company satisfies both the Minimum Bid Price Requirement and the MVLS thresholds.
2025-06-17	Company entered into a Perpetual KYC Services Agreement with Kyrrex.
2025-06-19	An additional former Israeli employee filed a claim in the Tel Aviv Labor Court.
2025-06-30	Conciliation hearing scheduled for former BlackSwan Technologies GmbH employee claim.
2025-07-01	Perpetual KYC (PKYC) service with Kyrrex will commence.
2025-07-03	Parties filed a joint motion to suspend proceedings in Y.H. Lahav Financial Advisors claim.
2025-07-14	Company agreed to re-issue warrants to investors who participated in its financing in April 2022.
2025-07-17	The Phoenix Insurance Company Ltd. filed a claim against Hub Cyber Security Ltd.
2025-07-21	Agreement reached with Amit Pollak Matalon law firm to dismiss the claim.
2025-08-04	Parties informed the Court that mediation proceedings in Contract Tender Litigation had not resulted in a settlement agreement.
2025-08-06	Company entered into a settlement agreement with PrivCap Funding and Daniel Cohen.
2025-08-11	Board of Directors decided to extend the expiration date of the pre-SPAC public warrants to August 22, 2027.
2025-08-12	Company lodged an objection against the default judgment for a former BlackSwan Technologies GmbH employee.
2025-08-16	Company entered into a Fifth Amendment to the Securities Purchase Agreement with Tamas Gottdiener.
2025-08-18	Tamas Gottdiener converted $1,500,000 of the June 26, 2024 note.
2025-08-20	Tamas Gottdiener entered into a Note Purchase and Assignment Agreement with Seven Knots, LLC.
2025-08-21	Hub issued 110,000 ordinary shares to PrivCap Funding pursuant to settlement agreement.
2025-08-22	Deadline for HUB to transfer 100,000 unrestricted ordinary shares to PrivCap Funding.
2025-08-27	Company entered into a securities purchase agreement for the issuance of subordinated convertible notes (August 2025 SPA).
2025-08-29	Closing price for ordinary shares on Nasdaq was $2.21 per share.
2025-08-31	Warrants to purchase an aggregate of 2,333,536 ordinary shares have been issued.
2025-09-03	Mediation scheduled for the Class Action Suit in S.D.N.Y.
2025-09-08	Evidentiary hearing scheduled for the claim against the former Chief of Staff and CEO (postponement requested).
2025-10-19	Initial mediation session scheduled for Y.H. Lahav Financial Advisors claim.
2025-10-21	Evidentiary hearings scheduled for the PIPE Financing Litigation.
2025-10-26	Deadline for the Company to file its response to the Discovery Motion.
2025-12-11	Maturity date for March 2025 Promissory Notes.
2025-12-22	Hearing scheduled for the Discovery Motion (expected to be postponed).
2026-01-12	Evidentiary hearing scheduled for Cognitive Systems Ltd. employees' claims.
2026-01-16	Maturity date for the A-Labs Loan.
2026-01-30	Maturity date for certain March 2025 Promissory Notes.
2026-02-16	Extended maturity date for Tamas Gottdiener's convertible notes.
2026-03-30	Maturity date for the May 2025 Convertible Note with Astor.
2026-06-20	Maturity date for the Comsec Distribution Term Loan.
2026-08-20	Maturity date for the convertible note issued to Seven Knots, LLC.
2026-08-31	Expiration date for the lease of principal facilities in Tel Aviv.
2027-01-14	Expiration date for certain re-issued warrants.
2027-08-22	Extended expiration date for pre-SPAC public warrants.
2027-08-27	Maturity date for the August 2025 Notes.
2028-02-28	Expiration date for SPAC public warrants.
2028-03-31	Expiration date for the lease of additional facilities in Or Yehuda.
2030-02-17	Extended term for Tamas Gottdiener's warrants.
2030-02-18	Maturity date for Claymore's convertible note (Oppenheimer settlement).
2030-02-20	Maturity date for Claymore's convertible note (Dominion settlement).

Recommendation

sell

The Company is in a highly distressed financial state, as evidenced by the auditor's 'going concern' warning, substantial accumulated losses ($226.2 million), and significant negative working capital ($87.7 million). Revenue declined sharply by 30.7% in 2024, and the Company continues to burn cash from operations. While there are numerous financing activities, these are largely dilutive and indicate a desperate need for capital rather than a position of strength. The ongoing debt defaults, legal proceedings, and material weaknesses in internal controls further compound the risk. Despite strategic acquisitions and regaining Nasdaq compliance, the fundamental financial instability and high dilution risk make this a 'sell' recommendation for a seasoned investor.

Keywords

Cybersecurity, Data Fabric, Confidential Computing, SEC Filing, F-1, Nasdaq, Convertible Notes, Warrants, Financial Results, Risk Management, Corporate Governance, Acquisitions, Israel, Financial Technology, AI, Machine Learning, Cloud Security, Enterprise Security, Regulatory Compliance, Dilution

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