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
On
February 28, 2025, Hub Cyber Security Ltd. (the “Company”) issued a press release titled “HUB Cyber Security Secures
Continued Nasdaq Listing, Marking an Important Milestone.” A copy of this press release is attached to this Form 6-K as Exhibit
99.1.
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: February 28, 2025 |
By: |
/s/ Noah
Hershcoviz |
| |
|
Noah Hershcoviz |
| |
|
Chief Executive Officer |
EXHIBIT
INDEX
Exhibit 99.1
HUB Cyber Security Secures Continued Nasdaq Listing, Marking an
Important Milestone
Nasdaq Hearings Panel Grants HUB Cyber Security Continued Listing
on Nasdaq
TEL AVIV, Israel – February 28, 2025 – HUB Cyber
Security Ltd. (NASDAQ: HUBC) (“HUB” or the “Company”), a global leader in confidential computing and secured data
fabric technology, announced today that following a thorough review and analysis of the Company’s history, recent successful achievements
and positive outlook, the Nasdaq Hearings Panel (the “Panel”) has granted the Company’s request to continue its listing
on The Nasdaq Stock Market (“Nasdaq”).
In making its decision, following a hearing with the Company on February
6, 2025, the Panel considered the Company’s entire record, including background information about the Company, its business description,
financial information, market data and compliance history.
Based on the information presented to the Panel, including the Company’s
success, as of February 7, 2025, in bringing its market value of listed securities (MVLS) above the $35 million minimum, the Panel granted
the Company’s request for continued listing on Nasdaq, subject to the Company filing an application to transfer to The Nasdaq Capital
Market by March 5, 2025, and demonstrating compliance with the minimum bid price and the market value of listed securities (MVLS) requirements
by March 31, 2025.
The Company intends to fully meet these requirements by the aforementioned
date, thus re-achieving compliance and remaining listed on Nasdaq without any interruption to its regular trading.
Noah Hershcoviz, CEO of HUB Cyber Security, stated: “This decision
highlights our financial resilience, operational strength, and unwavering dedication to delivering shareholder value. Maintaining Nasdaq
compliance and ensuring uninterrupted trading are key priorities for our shareholders, and we are fully committed to strengthening investor
confidence. With this milestone achieved, we are more focused than ever on executing our growth strategy, fostering innovation, and driving
long-term value for both our investors and customers.”
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. 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 by the applicable deadline 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.
About HUB Cyber Security Ltd.
HUB Cyber Security Ltd. (NASDAQ:
HUBC) is a global leader in confidential computing and cybersecurity solutions, delivering advanced data protection for enterprises and
governments worldwide. For more information, visit www.hubsecurity.com.
Investor Relations
Lytham Partners
Ben Shamsian
646-829-9701
shamsian@lythampartners.com
Hub Cyber Security (NASDAQ:HUBCZ)
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Hub Cyber Security (NASDAQ:HUBCZ)
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