Key Takeaways
- White Tyler Kent, an individual reporting person, filed a Schedule 13D to disclose the complete disposition of his former beneficial ownership in Hub Cyber Security Ltd.
- The filing indicates that, as of the filing date, Kent holds zero shares and has no voting or dispositive power in the issuer.
- All previously reported ordinary shares were sold on June 3, 2026 in four separate open‑market transactions through a broker, with prices ranging from $0.3172 to $0.3599 per share.
- The aggregate number of shares sold totals 450,000 ordinary shares, representing the entirety of Kent’s prior stake.
- Although the cover‑page information is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, it remains subject to all other provisions of the Act.
Background on Schedule 13D and Schedule 13G
Schedule 13D is required when a person acquires beneficial ownership of more than 5 % of a class of equity securities and intends to influence, or actually influences, the issuer’s management or policies. In contrast, Schedule 13G is a shorter, passive‑investor filing used when the holder does not seek to affect corporate governance. The filing person notes that a prior Schedule 13G had been submitted to report the original acquisition; the current Schedule 13D is being submitted because of one of the exemptions listed in §§ 240.13d‑1(e), (f) or (g) (e.g., a change in purpose from passive to active, or a disposition that triggers the active‑filing requirement). Understanding this distinction clarifies why the same individual must now provide the more detailed Schedule 13D despite having previously filed a 13G.
Identifying the Reporting Person and Issuer
The reporting person is identified as White Tyler Kent, an individual citizen or entity organized in Arizona. The issuer whose securities are the subject of the filing is Hub Cyber Security Ltd., an Israeli corporation whose ordinary shares are traded under CUSIP M6000J1841. The issuer’s principal executive offices are located at 2 Kaplan St., Tel Aviv, Israel 6473403. These details satisfy the identification requirements of Items 1 and 6 of the Schedule 13D, ensuring that regulators and market participants can precisely attribute the disclosed transactions to the correct parties.
Details of the Prior Holding and Reason for Filing
Although the exact number of shares originally held is not repeated in the excerpt, the filing explicitly states that the reporting person has disposed of all Ordinary Shares previously reported herein and consequently no longer holds any beneficial ownership interest in the issuer. The trigger for the Schedule 13D filing is therefore the change from a passive holding (previously reported on a Schedule 13G) to an active disposition that removes the reporting person’s stake entirely. The filing notes that the information required on the remainder of the cover page is not deemed “filed” for Section 18 liability purposes, but it remains subject to all other provisions of the Securities Exchange Act of 1934—a standard qualification that protects the filer from certain liabilities while preserving transparency.
Disposition of All Ordinary Shares
Item 4 of the Schedule 13D, titled “Purpose of Transaction,” confirms that the reporting person’s purpose was to sell the entirety of his previously reported ordinary share position. Consequently, Item 5, “Interest in Securities of the Issuer,” reflects a post‑transaction holding of zero shares, representing 0 % of the class. All fields related to voting power, dispositive power, and aggregate beneficial ownership are therefore zero. This clean‑slate outcome underscores a complete exit from the issuer’s equity base, leaving no residual influence or potential conflicts of interest for the reporting person.
Item‑by‑Item Transaction Summary (June 3, 2026)
The filing provides a granular breakdown of the disposition, executed entirely through open‑market transactions facilitated by a broker on a single day—June 3, 2026. The four trades are itemized as follows:
- 10,437 ordinary shares sold at $0.3599 per share.
- 124,563 ordinary shares sold at $0.3172 per share.
- 34,874 ordinary shares sold at $0.3390 per share.
- 280,126 ordinary shares sold at $0.3197 per share.
Summing these quantities yields 450,000 ordinary shares disposed of, with the weighted‑average price falling roughly in the mid‑$0.32 range. The explicit inclusion of each transaction’s volume, price, and manner of execution satisfies the disclosure requirements of Item 5(c) and provides market participants with a clear picture of the size and pricing dynamics of the exit.
Regulatory Implications and Treatment of the Cover Page
A notable qualifier appears early in the document: the information required on the remainder of the cover page “shall not be deemed to be ‘filed’ for the purpose of Section 18 of the Securities Exchange Act of 1934 (‘Act’) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).” This language reflects the SEC’s stance that certain cover‑page data—such as the filing person’s identification and the checkbox indicating prior Schedule 13G status—are informational rather than substantive for liability purposes. Nevertheless, the filer remains bound by the Act’s anti‑fraud, reporting, and procedural mandates, ensuring that any misstatement could still attract enforcement under other sections (e.g., Section 10(b) or Rule 10b‑5).
Signature, Certification, and Closing Remarks
The filing concludes with the required certification under Item 7. White Tyler Kent signs the document, affirming that, after reasonable inquiry and to the best of his knowledge and belief, the information set forth in the statement is true, complete, and correct. The signature line includes his name, title (identified as “Invidual,” presumably a typographical variation of “Individual”), and the date 06/03/2026. This attestation completes the Schedule 13D filing, providing regulators with the necessary assurance that the disclosed disposition has been accurately reported and that the filer accepts responsibility for the veracity of the submission.
Overall, the document chronicles a total exit from Hub Cyber Security Ltd.’s equity, delineates the precise manner and pricing of the sale, situates the action within the appropriate regulatory framework, and concludes with a formal certification of accuracy. The transparency afforded by such filings enables market participants to assess changes in ownership structure and potential shifts in influence over the issuer’s governance.