Key Takeaways
- HUB Cyber Security Ltd. (Nasdaq: HUBC) announced a 1‑for‑50 reverse share split of its ordinary shares, effective April 20, 2026.
- The split will reduce the outstanding share count from ~64.1 million to approximately 1.28 million shares, with fractional shares rounded down.
- The move aims to raise the per‑share trading price and regain compliance with Nasdaq Listing Rule 5450(a)(1)’s minimum bid‑price requirement.
- Outstanding warrants, options, notes and restricted share units will be adjusted proportionally to preserve their economic value.
- The reverse split does not alter any shareholder’s percentage ownership, except for minor changes due to fractional‑share treatment.
- The company cautions that forward‑looking statements are subject to risks including liquidity constraints, geopolitical tensions, competition, and regulatory outcomes.
Context and Purpose of the Form 6‑K Filing
On April 20, 2026 HUB Cyber Security Ltd. filed a Form 6‑K with the U.S. Securities and Exchange Commission to report the outcomes of its Extraordinary General Meeting and to furnish the press release announcing a reverse share split. Form 6‑K is used by foreign private issuers to disclose material events that are not required in periodic filings but are relevant to U.S. investors. The filing includes the press release as Exhibit 99.1, a signature from the Chief Financial Officer, and a brief statement that the information is being “furnished” rather than “filed,” meaning it does not trigger liability under Section 18 of the Exchange Act unless otherwise incorporated by reference.
Details of the Reverse Share Split
The press release dated April 16, 2026 disclosed that HUB Security will execute a 1‑for‑50 reverse share split of its ordinary shares (no par value). Under this mechanism, every fifty issued and outstanding shares will be automatically combined into a single share. The split becomes effective at the opening of trading on Nasdaq on Monday, April 20, 2026, and the shares will continue to trade under the ticker “HUBC” but will acquire a new CUSIP identifier, M6000J184. No fractional shares will be issued; instead, any fractional entitlement resulting from the split will be rounded down to the nearest whole share.
Mechanics and Impact on Shareholders
Prior to the split, HUB Security had 64,102,600 ordinary shares issued and outstanding. After applying the 1‑for‑50 ratio, the post‑split share count will be approximately 1,282,052 shares (the exact number reflects the rounding‑down of fractional shares). Because the reduction is proportional across all holders, each shareholder’s percentage ownership in the company remains unchanged, except for the negligible effect of discarding fractions. For example, an investor holding 1,000 pre‑split shares would receive 20 post‑split shares (1,000 ÷ 50 = 20) and retain the same proportional stake in the enterprise.
Effect on Derivative Securities and Equity‑Based Awards
The reverse split also touches the company’s derivative instruments—outstanding notes, options, warrants, and restricted share units (collectively, the “Outstanding Equity Rights”). Governing plans and agreements typically contain anti‑dilution provisions that adjust the exercise price and the number of shares issuable upon a reverse split to preserve the original economic value. Consequently, the exercise price of each warrant or option will be multiplied by 50, while the underlying share quantity will be divided by 50. Warrants will continue to trade under the symbols “HUBCW” and “HUBCZ,” and their CUSIP numbers will remain unchanged. This adjustment ensures that holders are neither advantaged nor disadvantaged by the corporate action.
Nasdaq Compliance and Market Implications
HUB Security stated that the primary motivation for the reverse split is to increase the per‑share trading price and thereby satisfy Nasdaq Listing Rule 5450(a)(1), which mandates a minimum bid price for continued listing. By raising the share price, the company aims to avoid a potential delisting warning and to enhance the stock’s perception among institutional investors who may have price‑based thresholds. While a reverse split does not directly affect the company’s market capitalization (the product of share price and shares outstanding remains constant, aside from rounding effects), it can improve liquidity perception and reduce administrative costs associated with handling a large number of low‑priced shares.
Forward‑Looking Statements and Associated Risks
The press release contains forward‑looking statements concerning the expected benefits of the reverse split, future financial performance, and the company’s strategic outlook. Such statements are qualified by a cautionary note that actual results may differ materially due to a range of risks. These include, but are not limited to: uncertainty about liquidity and capital resources; the ongoing Israel‑Hamas conflict and its potential impact on the Israeli economy; competitive pressures and the ability to grow profitably; outcomes of any legal or regulatory proceedings linked to prior internal investigations; the sustained ability to meet Nasdaq’s continued listing standards; limited trading liquidity of HUB’s securities; geopolitical risks such as sanctions or regulatory changes; and broader macroeconomic factors. Investors are advised to review the “Risk Factors” and “Cautionary Statement Regarding Forward‑Looking Statements” sections in HUB’s Annual Report on Form 20‑F filed May 1, 2025 for a fuller description.
Investor Relations and Contact Information
For questions regarding the reverse share split or other investor‑related matters, HUB Security directs inquiries to its investor relations firm, Lytham Partners. The designated contact is Ben Shamsian, reachable at telephone 646‑829‑9701 or via email at [email protected]. General corporate communications can also be sent to [email protected]. This information is provided to facilitate transparent dialogue between the company and its shareholder base following the corporate action.
Conclusion
The Form 6‑K filing and accompanying press release confirm that HUB Cyber Security Ltd. is proceeding with a 1‑for‑50 reverse share split to bolster its share price and maintain Nasdaq compliance. The action reduces the outstanding share base from roughly 64.1 million to about 1.28 million shares, proportionally adjusts all related equity derivatives, and leaves shareholders’ ownership interests essentially unchanged. While the move addresses an immediate listing concern, the company underscores that its future performance remains subject to a variety of operational, financial, and geopolitical risks that investors should carefully consider. The disclosure fulfills HUB’s regulatory obligations and offers stakeholders a clear view of the mechanics, rationale, and implications of the reverse share split.