HUBCZ Hub Cyber Security Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2025

 

Commission File Number: 001-41634

 

 

HUB Cyber Security Ltd.

(Exact Name of Registrant as Specified in Its Charter)

 

 

2 Kaplan Street

Tel Aviv 6473403, Israel

+972-3-924-4074

(Address of principal executive offices)

 

 

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

 

Form 20-F  ☒            Form 40-F  ☐

 

 

 

CONTENTS

 

On January 23, 2025, the Company issued a press release titled “HUB Cyber Security Updates on Final Steps Towards the Closing of its Transformative Acquisition of BlackSwan Technologies.” 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: January 23, 2025	By:	/s/ Noah Hershcoviz
		Noah Hershcoviz
		Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press release entitled “HUB Cyber Security Updates on Final Steps Towards the Closing of its Transformative Acquisition of BlackSwan Technologies”, dated January 23, 2025.

 

 

3

Exhibit 99.1

 

HUB Cyber Security Updates on Final Steps Towards the Closing of its Transformative Acquisition of BlackSwan Technologies

 

Tel Aviv, Israel – January 23, 2025 – HUB Cyber Security Ltd. (NASDAQ: HUBC) (“HUB”; or the “Company”), a leading provider of cybersecurity solutions and advanced data fabric technology, is pleased to announce that the transaction process for the acquisition of BlackSwan Technologies, Inc. (“BlackSwan”) is on track, with the definitive agreement having been signed on January 15, 2025, as previously announced. The final steps towards closing are focused on completing routine regulatory and contractual requirements, and the transaction is expected to close on or about Tuesday, January 28, 2025.

 

HUB’s management remains focused on completing the transaction with the utmost diligence and care to ensure a smooth and proper conclusion for the benefit of HUB and its shareholders.

 

Noah Hershcoviz, CEO of HUB Cyber Security, commented:
“We are thrilled about this transformative acquisition, which positions HUB as a potential market leader in secured data fabric solutions. This deal is expected to unlock significant opportunities for cross-selling and cost optimization that could accelerate profitability and cash flow generation. We eagerly anticipate closing this important game-changing acquisition next week.”

 

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 the anticipated timeline to closing the transaction. 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 commenced in October 2023, and the expansion of hostilities to other fronts, which may harm Israel’s economy and HUB Security’s business; (iii) expectations regarding HUB Security’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and HUB Security’s ability to invest in growth initiatives and pursue acquisition opportunities; (iv) the outcome of any legal or regulatory proceedings against HUB Security in connection with our previously announced internal investigation or otherwise; (v) the ability to cure and meet stock exchange continued listing standards and remain listed on the Nasdaq; (vi) competition, the ability of HUB Security to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (vii) limited liquidity and trading of HUB Security’s securities; (viii) geopolitical risk, including military action and related sanctions, and changes in applicable laws or regulations; (ix) the possibility that HUB Security may be adversely affected by other economic, business, and/or competitive factors; (i) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in HUB Security’s Annual Report on Form 20-F/A filed on October 22, 2024. In addition, there can be no assurance that the closing conditions in the merger agreement with BlackSwan will be satisfied in a timely basis or at all.

 

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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