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 August 2023
Commission File Number: 001-41634
HUB Cyber Security Ltd.
(Exact Name of Registrant as Specified in Its Charter)
17 Rothschild Blvd
Tel Aviv 6688120, 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
Executive Resignation
On August 16, 2023, Hugo Goldman, Chief Financial Officer of HUB Cyber Security Ltd. (the “Company”) informed the Company of his decision to step down from his position in order to pursue other interests. Mr. Goldman will remain with the Company in an advisory capacity until September 30, 2023 to ensure an effective transition of his duties. Mr. Goldman’s decision to step down did not result from any dispute or disagreement with the Company relating to its operations, policies or practices.
On August 17, 2023, the Company issued a press release titled “HUB Security Announces that its Chief Financial Officer Has Stepped Down and Commences Search for Permanent CFO”. A copy of this press release is attached to this Form 6-K as Exhibit 99.1.
Warrant Term Extension
The Company has outstanding warrants to purchase 9,664,932 of its ordinary shares exercisable at $2.03 per ordinary share, all of which were issued in connection with a private financing in February 2022 (the “2022 Warrants”). These warrants currently trade on the Nasdaq Capital Market under the symbol “HUBCZ.” The 2022 Warrants were scheduled to expire on August 22, 2023. To allow additional time for the 2022 Warrants to be exercised and to potentially generate future cash proceeds to the Company, on August 17, 2023, the Company decided to extend the expiration date of the Warrants to 5 p.m. Eastern Time on August 22, 2025. No action is required by the holders of the 2022 Warrants to effectuate this modification and all provisions of the 2022 Warrants remain in full force and effect. None of the 2022 Warrants are held by officers, directors or affiliates of the Company.
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.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 17, 2023 | |
2
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: August 17, 2023 | By: | /s/ Uzi Moskovich |
| Uzi Moskovich | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
HUB Security Announces that its Chief Financial Officer Has Stepped Down and Commences Search for Permanent CFO
Hugo Goldman will remain with the Company to ensure an orderly transition
Tel Aviv, Israel, – August 17, 2023 – HUB Security (NADSAQ: HUBC), a developer of Confidential Computing cybersecurity solutions and services (“HUB Security” or the “Company”), today announced that Hugo Goldman, has stepped down from his position as Chief Financial Officer, effective immediately, to pursue other interests. Mr Goldman will remain employed with the Company until September 30, 2023 in an advisory capacity to ensure an effective transition of his duties. The Company has commenced an immediate global search for a new chief financial officer that is both highly qualified and a strategic fit. Lior Davidson, the Company’s VP of Finance, will serve as Interim CFO until a permanent replacement is hired.
Uzi Moskovich, Chief Executive Officer of HUB Security, stated “On behalf of everyone at HUB Security, I want to thank Hugo for his leadership and contributions to the Company as CFO. During his tenure, he was instrumental in strengthening our Finance Department and navigating HUB Security through the complex and challenging journey of becoming a Nasdaq listed company. We were fortunate to have a talented and experienced executive of Hugo’s caliber here to complete the intricate filing of our Annual Report on Form 20F, a testament to the dedication and expertise of Hugo and his finance team, notwithstanding the difficult period to get there. He leaves behind a proven team that will continue supporting the Company moving forward and we wish Hugo success in his future endeavors.”
Mr. Goldman stated “I am honored to have played an instrumental role on the leadership team that has driven HUB Security’s success during its transformation to a Nasdaq listed Company. As I embark on a new chapter, I remain confident that the Company is well positioned in the confidential computing arena with exciting long-term global growth opportunities. I am very grateful to the Company for the experiences and opportunities I have had during my tenure. I would also like to thank our dedicated finance team and our global associates for their hard work and faith in the vision of Hub Security. I look forward to contributing to a smooth transition and wish the Company all the best for the future.”
The Company plans to work expeditiously to report its first half results for the period ending June 30, 2023. Subsequently, the Company looks forward to holding a conference call to discuss historical events, current status, and go-forward outlook. Meanwhile, the Company continues its strategy, daily operations, and mission to disrupt the market with its confidential computing platform.
About HUB Cyber Security
HUB Security was established in 2017 by veterans of the 8200 and 81 elite intelligence units of the Israeli Defense Forces. The company specializes in unique Cyber Security solutions protecting sensitive commercial and government information. The company debuted an advanced encrypted computing solution aimed at preventing hostile intrusions at the hardware level while introducing a novel set of data theft prevention solutions. HUB operates in over 30 countries and provides innovative cybersecurity computing appliances as well as a wide range of cybersecurity services worldwide. For more information, please visit https://hubsecurity.com/
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 about the anticipated benefits of the transaction, and the financial condition, results of operations, earnings outlook and prospects of the combined company. 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) 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; (ii) the outcome of any legal proceedings that may be instituted against HUB Security; (iii) the ability to meet stock exchange continued listing standards; (iv) the risk that the consummation of the business combination disrupts HUB Security’s current operations and future plans; (v) the ability to recognize the anticipated benefits of the transaction, which may be affected by, among other things, 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; (vi) costs related to the transaction; (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) inaccuracies for any reason in the estimates of expenses and profitability and projected financial information for HUB Security; and (xi) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in HUB Security’s Annual Report on Form 20-F filed in August 15, 2022.
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 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 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 Contact:
Marc P. Griffin
ICR, Inc for HUB Security
Marc.Griffin@ICRinc.com
Media Contact :
HUB Security
Gili Nizani
gili.nizani@hubsecurity.io