Debt-for-equity swap at HUB Cyber Security (HUBC) adds 41.45M shares

Rhea-AI Filing Summary

HUB Cyber Security Ltd. reports that holders of its previously issued convertible notes elected to convert approximately $2,683,795 million of principal into equity. In response, the company issued 41,452,349 ordinary shares to these noteholders under U.S. private offering exemptions.

These conversions reduce debt while expanding the shareholder base. Following the issuances, HUB Cyber Security Ltd. had 60,162,494 ordinary shares issued and outstanding as of April 13, 2026, meaning existing investors now share ownership across a larger number of shares.

Positive

• Reduction of debt through note conversions – Approximately $2,683,795 million of convertible notes were exchanged into equity, lowering leverage and future repayment obligations.

Negative

• Substantial equity dilution – Issuing 41,452,349 new ordinary shares increased total shares outstanding to 60,162,494 as of April 13, 2026, spreading ownership over a much larger base.

Insights

Capital structure analyst

Debt converts into a large new equity issuance, reshaping HUBC’s capital structure.

HUB Cyber Security Ltd. allowed holders of its convertible notes to exchange approximately $2,683,795 million of principal into equity, issuing 41,452,349 new ordinary shares. This shifts value from creditors to shareholders by reducing debt obligations and related financing risk.

However, issuing that many shares is a significant equity expansion. As of April 13, 2026, total ordinary shares outstanding reached 60,162,494, so each pre‑conversion share now represents a smaller ownership slice. The net effect balances lower leverage against increased dilution, and the long‑term impact depends on how the stronger balance sheet supports future performance.

Key Figures

Notes converted: $2,683,795 million New shares issued: 41,452,349 shares Shares outstanding: 60,162,494 shares

3 metrics

Notes converted $2,683,795 million Principal amount of convertible notes exchanged for equity

New shares issued 41,452,349 shares Ordinary shares issued upon note conversions

Shares outstanding 60,162,494 shares Ordinary shares issued and outstanding as of April 13, 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”)"

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

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

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"

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

"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

"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 April 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, during the period since April 1, 2026, the Company has received conversion requests from the holders of approximately $2,683,795 million of the Notes and, as a result of such conversions, issued a total of 41,452,349 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 April 13, 2026, the Company had 60,162,494 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: April 13, 2026	By:	/s/ Limor Zur-Stoller
		Limor Zur-Stoller
		Chief Financial Officer

2

FAQ

What did HUBC announce regarding its convertible notes?

HUB Cyber Security Ltd. announced that holders converted approximately $2,683,795 million of its previously issued convertible notes into equity. This conversion was done at market-tied prices, turning debt into ordinary shares under U.S. private offering exemptions.

How many new HUBC ordinary shares were issued from the debt conversion?

The company issued 41,452,349 new ordinary shares upon conversion of the notes. These shares went to the converting noteholders, expanding HUB Cyber Security Ltd.’s total equity base and reducing its outstanding debt obligations.

How many HUBC shares are now outstanding after the conversions?

After completing these conversions, HUB Cyber Security Ltd. had 60,162,494 ordinary shares issued and outstanding as of April 13, 2026. This figure reflects the additional shares created for noteholders in exchange for their debt positions.

How were the new HUBC shares issued under U.S. securities laws?

The new ordinary shares were issued in reliance on exemptions from U.S. registration, including Section 4(a)(2) of the Securities Act and Regulation D. These provisions allow private placements to accredited investors without registering the securities with the SEC.

What does the HUBC debt-to-equity conversion mean for existing shareholders?

Converting notes into equity reduces HUB Cyber Security Ltd.’s debt but increases the number of shares outstanding. Existing shareholders now own a smaller percentage of the company, as their ownership is spread across 60,162,494 ordinary shares instead of a lower prior share count.