Key Takeaways
- On April 13, 2026 Hub Cyber Security Ltd. filed a Form 6‑K reporting the conversion of a portion of its outstanding convertible notes into ordinary shares.
- Holders of notes representing approximately $2.684 billion submitted conversion requests between April 1 and April 13, 2026.
- These conversions resulted in the issuance of 41,452,349 ordinary shares, bringing the company’s total issued and outstanding ordinary‑share count to 60,162,494 as of the filing date.
- The share issuances relied on exemptions from registration under the Securities Act of 1933, specifically Regulation S, Section 4(a)(2) and/or Regulation D.
- The Form 6‑K is furnished for informational purposes only and is not deemed “filed” under the Exchange Act, nor incorporated by reference in any other filing unless expressly referenced.
- The report was signed by Limor Zur‑Stoller, Chief Financial Officer, certifying its accuracy on behalf of the company.
Overview of the Filing
Hub Cyber Security Ltd. (the “Company”) submitted this Form 6‑K to the U.S. Securities and Exchange Commission for the month of April 2026. The purpose of the report is to disclose recent events concerning the conversion of debt securities into equity and the resulting impact on the Company’s share structure. Form 6‑K is used by foreign private issuers to report material information that would otherwise be required in a periodic report under the Securities Exchange Act of 1934. The filing includes a narrative description of the conversion activity, the legal basis for the transactions, and the updated capitalization figures. The document concludes with the required signatures and certification by the Company’s Chief Financial Officer.
Background on Convertible Notes
Prior to the reporting period, the Company had issued and sold various convertible notes (the “Notes”) to accredited investors. These Notes were offered under exemptions from the registration requirements of the Securities Act of 1933, relying on Regulation S, Section 4(a)(2) and/or Regulation D. Each Note contains a conversion feature that allows the holder, at its election, to exchange the debt for the Company’s ordinary shares, no par value (“Ordinary Shares”). The conversion price is variable and tied to the market price of the Ordinary Shares at the time of conversion, providing investors with a potential upside while giving the Company flexibility in managing its debt obligations.
Conversion Activity and Share Issuance
Between April 1 and April 13, 2026, holders of the Notes submitted conversion requests covering an aggregate principal amount of approximately $2.684 billion. In response, the Company processed these requests and issued a total of 41,452,349 ordinary shares to the converting holders. The issuances were completed in reliance on the same exemptions that governed the original note offerings—Regulation S, Section 4(a)(2) and/or Regulation D—thereby avoiding the need for a registration statement under the Securities Act. The large volume of conversions reflects both significant investor confidence in the Company’s prospects and recent upward movement in its share price.
Regulatory Basis for Exemption
The Company emphasizes that the share issuances were conducted pursuant to exemptions from the registration requirements of the Securities Act of 1933. Specifically, the transactions relied on Regulation S (which governs offers and sales outside the United States) and/or Section 4(a)(2) (which exempts transactions by an issuer not involving any public offering). Additionally, Regulation D, which provides a safe harbor for private placements, was cited as an alternative basis for the exemption. By relying on these provisions, the Company avoided the time‑ and cost‑intensive process of filing a registration statement while still complying with federal securities laws.
Impact on Share Capital
As a direct result of the conversions, the Company’s ordinary‑share capital increased substantially. Prior to the April 2026 conversions, the number of issued and outstanding ordinary shares was lower; after issuing the 41,452,349 shares, the total stood at 60,162,494 ordinary shares as of April 13, 2026. This increase represents a significant dilution of existing shareholders’ ownership percentages, though it also reduces the Company’s debt burden by converting a substantial amount of convertible notes into equity. The updated share count is now reflected in the Company’s internal records and will be used for future calculations of earnings per share, voting power, and other corporate metrics.
Legal Disclaimer
The Form 6‑K includes a standard disclaimer stating that the information furnished in the report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor is it otherwise subject to the liabilities of that section. Furthermore, the disclaimer clarifies that the report shall not be incorporated by reference into any filing made by the Company under the Securities Act of 1933 or the Exchange Act, except where expressly set forth by specific reference in such a filing. This language protects the Company from unintended legal consequences while still providing transparency to investors and regulators.
Signature and Certification
In compliance with the requirements of the Securities Exchange Act of 1934, the report was signed on behalf of Hub Cyber Security Ltd. by Limor Zur‑Stoller, the Company’s Chief Financial Officer. The signature line includes the date (April 13, 2026) and the typed name, title, and electronic signature (“/s/ Limor Zur‑Stoller”). By signing, Ms. Zur‑Stoller certifies that the information contained in the Form 6‑K is accurate and complete to the best of her knowledge, fulfilling the Company’s obligation to provide truthful disclosures to the SEC and the investing public.
Conclusion
The Form 6‑K filed by Hub Cyber Security Ltd. for April 2026 provides a clear snapshot of a material debt‑to‑equity conversion event that substantially increased the Company’s ordinary‑share base. Approximately $2.684 billion of convertible notes were exchanged for 41,452,349 shares, raising the total outstanding share count to 60,162,494. The transactions were executed under established private‑placement exemptions, avoiding the need for a full registration statement. While the issuance results in dilution, it also strengthens the Company’s balance sheet by reducing outstanding debt. The filing, complete with the requisite disclaimer and CFO certification, satisfies the Company’s reporting obligations under U.S. securities law and keeps investors informed of a significant capital‑structure change.