UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September 2026
Commission
File Number 001-41634
HUB
Cyber Security Ltd.
Not
Applicable
(Translation
of registrant’s name into English)
30
Hacharoshet Street
Or
Yehuda, Israel
+972-3-924-4074
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☒ Form
20-F ☐ Form 40-F
CONTENTS
Nasdaq
Market Value of Listed Securities Deficiency Letter
On
September 23, 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 prior 30 consecutive business days, 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 March 22, 2027 (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
September 25, 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 September 25, 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:
September 28, 2026 |
By: |
/s/
Limor Zur-Stoller |
| |
|
Limor
Zur-Stoller |
| |
|
Chief
Financial Officer |
Exhibit 99.1
HUB Cyber Security Announces Receipt of Nasdaq
Notification Regarding Market Value of Listed Securities Requirement
Tel Aviv, Israel – September 25, 2026 – HUB Cyber
Security Ltd. (Nasdaq: HUBC) (“HUB” or the “Company”) today announced that on September 23,
2026 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 March 22, 2027 (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) has operated in confidential
computing, AI-driven data fabric, and cybersecurity. HUB’s Secured Data Fabric has historically empowered organizations to virtualize,
secure, and analyze sensitive data across borders and silos generating real-time intelligence while meeting the highest regulatory standards.
HUB is currently implementing a comprehensive restructuring, during which its Board of Directors and management team have taken steps
to improve liquidity, simplify the Company’s organizational structure, cut operating costs and strengthen corporate governance.
The Board of Directors continues to explore various strategic alternatives intended to maximize value for shareholders and position HUB
for future growth.
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 Security, 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 the HUB Security and the following:
(i) the 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) 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;
(iv) the outcome of any legal or regulatory proceedings against HUB in connection with our previously announced internal investigation
or otherwise; (v) competition, the ability of HUB to grow and manage growth profitably, maintain relationships with customers and suppliers
and retain its management and key employees; (vi) limited liquidity and trading of HUB’s securities; (vii) geopolitical risk, including
military action and related sanctions, and changes in applicable laws or regulations; (viii) the possibility that HUB may be adversely
affected by other economic, business, and/or competitive factors; and (ix) 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 July 17, 2026. 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.
Should one or more of these risks or uncertainties materialize, or
should any of the assumptions made by the management of HUB Security 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
the business combination or other matters addressed in this press release and attributable to HUB Security or any person acting on their
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 Security 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.
