Debt-for-equity swap lifts Hub Cyber Security (HUBC) share count

Rhea-AI Filing Summary

HUB Cyber Security Ltd. reports that holders of its convertible notes elected to convert approximately $1.7 million of debt into equity. In connection with these conversions, the company issued 12,038,376 ordinary shares to noteholders under private placement exemptions from U.S. registration.

After these issuances, HUB Cyber Security had 21,082,357 ordinary shares issued and outstanding as of March 30, 2026. The update reflects a shift from debt to equity financing following recent significant activity in the company’s share price.

Insights

Capital structure analyst

HUBC swaps $1.7M of debt for equity, modestly reshaping its capital structure.

HUB Cyber Security converted approximately $1.7 million of convertible notes into equity, issuing 12,038,376 ordinary shares. This reduces balance sheet debt while increasing the share count to 21,082,357 as of March 30, 2026.

The transaction likely lowers financial obligations tied to those notes but dilutes existing shareholders, although the exact percentage dilution is not detailed here. Conversions were done under U.S. private offering exemptions, indicating continued use of capital markets tools without a registered public offering in this instance.

Key Figures

Debt converted: $1.7 million Shares issued on conversion: 12,038,376 shares Shares outstanding: 21,082,357 shares +1 more

4 metrics

Debt converted $1.7 million Approximate principal of convertible notes converted to equity

Shares issued on conversion 12,038,376 shares Ordinary shares issued to noteholders

Shares outstanding 21,082,357 shares Ordinary shares issued and outstanding as of March 30, 2026

Form type Form 6-K Report of foreign private issuer for March 2026

Key Terms

convertible notes, Regulation S, Section 4(a)(2), Regulation D, +1 more

5 terms

convertible notes financial

"the issuance and sale of various convertible notes (the “Notes”) to accredited investors"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

Regulation S regulatory

"to accredited investors in reliance upon the exemptions ... pursuant to, Regulation S, Section 4(a)(2)"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Section 4(a)(2) regulatory

"in reliance upon the exemptions from the registration requirements ... Section 4(a)(2) thereof and/or Regulation D"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"pursuant to, Regulation S, Section 4(a)(2) thereof and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Form 6-K: How Foreign Companies Report to the SEC →

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 March 2026

Commission File Number: 001-41634

HUB Cyber Security Ltd.
(Exact Name of Registrant as Specified in Its Charter)

2 Kaplan St.
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.

Form 20-F ☒     Form 40-F ☐

CONTENTS

Conversion of Debt and Ordinary Share Issuances

HUB Cyber Security Ltd. (the “Company”) has previously disclosed the issuance and sale of various convertible notes (the “Notes”) to accredited investors in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to, Regulation S, Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. The Notes provide for conversion, upon the election of the holders, into the Company’s ordinary shares, no par value (“Ordinary Shares”) at various conversion prices which are tied to the market price of the Company’s Ordinary Shares.

Following the recent significant activity in the Company’s share price, the Company has received conversion requests from the holders of approximately $1.7 million of the Notes and, as a result of such conversions, issued a total of 12,038,376 Ordinary Shares to such holders. These share issuances were conducted in reliance upon the exemption from the registration requirements of the Securities Act, pursuant to Regulation Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. As a result of such issuances, as of March 30, 2026, the Company had 21,082,357 Ordinary Shares issued and outstanding.

The information in this Report on Form 6-K (this “Report”) 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.

1

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: March 31, 2026	By:	/s/ Limor Zur-Stoller
		Limor Zur-Stoller
		Chief Financial Officer

2

FAQ

What did HUBC disclose in this March 2026 Form 6-K?

HUB Cyber Security Ltd. reported that holders converted approximately $1.7 million of its convertible notes into equity. The company issued 12,038,376 ordinary shares, bringing total issued and outstanding shares to 21,082,357 as of March 30, 2026.

How many new HUBC shares were issued from the note conversions?

The company issued 12,038,376 new ordinary shares upon conversion of its outstanding convertible notes. These shares were issued to accredited investors under exemptions from U.S. Securities Act registration, including Section 4(a)(2), Regulation D, and, for certain holders, Regulation S.

What amount of HUB Cyber Security’s debt was converted into equity?

Holders elected to convert approximately $1.7 million of HUB Cyber Security’s previously issued convertible notes into ordinary shares. This reduced the company’s note obligations while increasing the number of shares outstanding through private, unregistered issuances to accredited investors.

How many HUBC ordinary shares are outstanding after these conversions?

After issuing shares for the note conversions, HUB Cyber Security had 21,082,357 ordinary shares issued and outstanding as of March 30, 2026. This figure reflects the impact of the 12,038,376 new shares issued to the converting noteholders during this reported period.

Under what legal exemptions were HUBC’s new shares issued?

The ordinary shares issued on conversion of the notes relied on exemptions from U.S. registration under the Securities Act of 1933. HUB Cyber Security cited Section 4(a)(2), Regulation D, and, for certain offshore investors, Regulation S to complete these private issuances.

Does this HUBC Form 6-K count as a filed document under U.S. securities laws?

The company states this Form 6-K is furnished, not filed, for purposes of Section 18 of the Exchange Act. It is not automatically incorporated into other Securities Act or Exchange Act filings unless specifically referenced in those future documents.