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 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
Nasdaq Market Value of Listed Securities Deficiency Letter
On January 21, 2026, HUB Cyber Security Ltd. (the “Company”)
received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that,
for the period from December 5, 2025 to January 20, 2026, the Market Value of Listed Securities (“MVLS”) for the Company was
below the $35 million minimum MVLS requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”).
Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has a compliance
period of 180 calendar days, or until July 20, 2026 (the “Compliance Period”), to regain compliance with the MVLS Rule. If
at any time during the Compliance Period, the MVLS for the Company is at least $35 million for a minimum of ten consecutive business days,
Nasdaq will provide the Company a written confirmation of compliance and this matter will be closed.
In the event that the Company does not regain compliance with the MLVS
Rule during the Compliance Period, Nasdaq will provide written notification that the Company’s securities will be subject to delisting.
In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq’s determination.
The Company is currently evaluating options to regain compliance and
intends to timely regain compliance with the MVLS Rule. Although the Company will use all reasonable efforts to achieve compliance with
the MVLS Rule, there can be no assurance that the Company will be able to regain compliance with the MVLS Rule or will otherwise be in
compliance with other Nasdaq continued listing requirements.
On January 27, 2026, the Company issued a press release announcing
receipt of the deficiency letter. A copy of this press release is attached to this Report on Form 6-K (this “Report”) as Exhibit
99.1 and is incorporated herein by reference.
The information in this Report is being furnished and shall not be
deemed “filed” for the purposes of Section 18 of 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.
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated January 27, 2026 |
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 27, 2026 |
By: |
/s/ Noah Hershcoviz |
| |
|
Noah Hershcoviz |
| |
|
Chief Executive Officer |
Exhibit 99.1
HUB Cyber Security Announces Receipt of Nasdaq
Notification Regarding Market Value of Listed Securities Requirement
Tel Aviv, Israel – January 27, 2026 – HUB Cyber
Security Ltd. (Nasdaq: HUBC) (“HUB” or the “Company”), a global leader in confidential computing
and secured data fabric technologies, today announced that it received a letter from The Nasdaq Stock Market LLC (“Nasdaq”),
notifying the Company that it is currently not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires the Company to maintain
a minimum Market Value of Listed Securities of US$35 million (“MVLS”) for continued listing on The Nasdaq Capital Market
(the “MVLS Requirement”). This press release is issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt
disclosure of receipt of a deficiency notification. The notification has no immediate effect on the listing of the Company’s ordinary
shares, which will continue to trade uninterrupted on Nasdaq under the ticker “HUBC.”
Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has a compliance
period of 180 calendar days, or until July 20, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s
MVLS Requirement. If at any time during the Compliance Period, the Company’s MVLS closes at US$35 million or more for a minimum
of 10 consecutive business days, Nasdaq will provide the Company written confirmation of compliance and the matter will be closed. If
the Company fails to regain compliance within the Compliance Period, the Company will receive written notification that its securities
are subject to delisting, and it would have the right to a hearing before an independent panel pursuant to the procedures set forth in
the applicable Nasdaq Listing Rules. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing
process. However, there can be no assurance, if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that
such appeal would be successful.
The Company intends to take all reasonable measures available to regain
compliance with MVLS Requirement under the Nasdaq Listing Rules and to remain listed on Nasdaq. However, there can be no assurances that
the Company would ultimately be able to regain compliance with all applicable requirements for continued listing on the Nasdaq Capital
Market.
About HUB Cyber Security Ltd.
HUB Cyber Security Ltd. (Nasdaq: HUBC) is a global leader in
confidential computing, AI-driven data fabric, and cybersecurity. HUB's Secured Data Fabric (SDF) empowers organizations to virtualize,
secure, and analyze sensitive data across borders and silos generating real-time intelligence while meeting the highest regulatory standards.
With operations across North America, Europe, and Israel, HUB partners with Fortune 100 companies, global banks, and sovereign institutions
to secure the next generation of digital infrastructure.
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. 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, 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 HUB and the following: (i) the
Company’s ability to meet stock exchange continued listing standards and remain listed on the Nasdaq; (ii) significant uncertainty
regarding the adequacy of HUB’s liquidity and capital resources and its ability to repay its obligations as they become due; (iii)
the war between Israel and Hamas commenced in October 2023, which may harm Israel’s economy and HUB’s business; (iv) expectations
regarding HUB’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’s ability to invest in growth initiatives and pursue acquisition opportunities;
(v) the outcome of any legal or regulatory proceedings against HUB in connection with our previously announced internal investigation
or otherwise; (vi) competition, the ability of HUB 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’s securities; (viii) geopolitical risk,
including military action and related sanctions, and changes in applicable laws or regulations; (ix) the possibility that HUB may be adversely
affected by other economic, business, and/or competitive factors; and (x) other risks and uncertainties set forth in the sections entitled
“Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in HUB’s Annual Report on
Form 20-F filed on May 1, 2025.
Should one or more of these risks or uncertainties materialize or should
any of the assumptions made by the management of HUB 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
HUB or other matters addressed in this press release and attributable to HUB or any person acting on its 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 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
