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HUB Cyber Security (Nasdaq: HUBC) enacts 1-for-20 reverse share split to support Nasdaq bid price

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

HUB Cyber Security Ltd. is implementing a 1-for-20 reverse share split of its ordinary shares. Every 20 existing shares will be converted into one share, with fractional shares rounded down to the nearest whole share.

The split becomes effective at 11:59 p.m. Eastern Time on June 5, 2026, and the shares will begin trading on a split-adjusted basis on Nasdaq on June 8, 2026 under the symbol HUBC with a new CUSIP. The company’s outstanding ordinary shares will change from 66,603,152 pre-split to 3,330,157 post-split. Related options, warrants, notes and restricted share units will be adjusted to preserve their economic terms. The company states that the reverse split is intended to increase the share price and help maintain compliance with Nasdaq’s minimum bid price requirement.

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Insights

HUB Cyber Security consolidates shares 20-to-1 to support Nasdaq bid-price compliance.

HUB Cyber Security is enacting a 1-for-20 reverse share split, reducing ordinary shares from 66,603,152 to 3,330,157. This is a purely structural action that multiplies the per-share price mechanically while leaving overall equity value and each holder’s ownership percentage essentially unchanged aside from rounding.

The company explicitly links the move to Nasdaq Listing Rule 5450(a)(1), which requires a minimum bid price. Reverse splits are a common tool for issuers seeking to regain or maintain listing compliance when share prices have been low, without raising new capital or altering fundamentals.

The filing notes that derivative securities and other Outstanding Equity Rights will be adjusted so their economic effect is preserved. Investors may look to future periodic reports for updates on whether the adjusted share structure helps the company continue meeting Nasdaq’s bid-price standard and other listing requirements.

Reverse split ratio 1-for-20 Ordinary shares reverse share split ratio
Pre-split shares outstanding 66,603,152 shares Ordinary shares issued and outstanding as of announcement
Post-split shares outstanding 3,330,157 shares Estimated ordinary shares outstanding after reverse split and rounding
Effective time 11:59 p.m. Eastern Time Reverse split effectiveness on June 5, 2026
Split-adjusted trading start date June 8, 2026 Ordinary shares begin split-adjusted trading on Nasdaq
Listing rule reference Nasdaq Listing Rule 5450(a)(1) Minimum bid price requirement cited by company
New CUSIP M6000J192 New CUSIP number for ordinary shares post-split
reverse share split financial
"today announced a 1-for-20 reverse share split of its ordinary shares"
A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.
Nasdaq Listing Rule 5450(a)(1) regulatory
"maintain compliance with the minimum bid price requirement in Nasdaq Listing Rule 5450(a)(1)"
Nasdaq Listing Rule 5450(a)(1) is a continued-listing standard that sets a minimum share price companies must maintain to remain listed on the Nasdaq market—commonly a $1.00 per-share threshold. Investors care because falling below that floor can trigger a compliance review and possible delisting, which is like failing a minimum grade and losing access to the public market; delisting can reduce liquidity, visibility and the ability to raise capital.
Outstanding Equity Rights financial
"including outstanding notes, options, warrants and restricted share units (collectively, the “Outstanding Equity Rights”)"
confidential computing technical
"a global provider of confidential computing and secured data fabric technologies"
Confidential computing is a technology that keeps data secure while it is being processed or analyzed, even from the systems that run the calculations. Think of it like a locked box where sensitive information is kept safe inside, no matter what happens during the work. This helps protect private data from unauthorized access, making it especially important for businesses and investors concerned about data privacy and security.
forward-looking statements regulatory
"This press release contains forward-looking statements for purposes of the safe harbor provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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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 June 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

 

Press Release

 

On June 3, 2026, the Company issued a press release titled “HUB Announces Reverse Share Split.” A copy of each of this press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Report on Form 6-K, including Exhibit 99.1, 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

 

EXHIBIT INDEX

 

Exhibit Number   Description
99.1   Press release entitled “HUB Announces Reverse Share Split”, dated June 3, 2026.

 

2

 

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: June 3, 2026 By: /s/ Limor Zur-Stoller
    Limor Zur-Stoller
    Chief Financial Officer

 

3

 

Exhibit 99.1

 

HUB Announces Reverse Share Split

 

Tel-Aviv, IsraelJune 3, 2026 – Hub Cyber Security Ltd. (Nasdaq: HUBC) (“HUB Security” or the “Company”), a global provider of confidential computing and secured data fabric technologies, today announced a 1-for-20 reverse share split of its ordinary shares, no par value per share (the “Ordinary Shares”). The reverse share split and corresponding share capital adjustment will become effective at 11:59 p.m. Eastern Time on Friday, June 5, 2026. The Ordinary Shares will begin trading on a split-adjusted basis on The Nasdaq Stock Market LLC (“Nasdaq”) at the open of business on Monday, June 8, 2026, under the existing trading symbol “HUBC,” but the Ordinary Shares will trade under a new CUSIP number, M6000J192. HUB Security’s outstanding warrants will continue to be traded under the symbols “HUBCW” and “HUBCZ” and the CUSIP numbers for such warrants will remain unchanged.

 

As a result of the reverse share split, every 20 issued and outstanding Ordinary Shares will automatically be converted into one Ordinary Share. No fractional shares will be issued as a result of the reverse share split. Instead, all fractional shares will be rounded down to the nearest whole share. The reverse share split affects all shareholders uniformly and will not alter any shareholder’s percentage ownership interest in the Company’s issued and outstanding Ordinary Shares, except for adjustments that may result from the treatment of fractional shares. As of the date hereof, the Company had 66,603,152 Ordinary Shares issued and outstanding, which, following the effectiveness of the reverse share split, will result in 3,330,157 Ordinary Shares outstanding on a post-split basis (taking into effect the settlement of fractional shares).

 

The reverse share split will also affect the Company’s derivative securities, including outstanding notes, options, warrants and restricted share units (collectively, the “Outstanding Equity Rights”). Generally, the plans and other documents pertaining to the Outstanding Equity Rights include provisions providing for adjustments in the event of a reverse share split in order to maintain the same economic effect. Specifically, the exercise price and the number of Ordinary Shares issuable pursuant to Outstanding Equity Rights will be adjusted pursuant to the terms of such instruments in connection with the reverse share split.

 

The Company believes the reverse share split will increase the per share trading price of the Ordinary Shares and enable the Company to maintain compliance with the minimum bid price requirement in Nasdaq Listing Rule 5450(a)(1).

 

Additional information regarding the reverse share split can be found in the Company’s proxy statement furnished to the Securities and Exchange Commission on April 7, 2026.

 

For further information or inquiries, please contact: info@hubsecurity.com

 

* * * *

 

 

 

About HUB 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 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) significant uncertainty regarding the adequacy of HUB’s liquidity and capital resources and its ability to repay its obligations as they become due; (ii) the war between Israel and Hamas commenced in October 2023, which may harm Israel’s economy and HUB’s business; (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) the ability to meet stock exchange continued listing standards and remain listed on the Nasdaq; (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.

 

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.

 

 

 

FAQ

What reverse share split did HUBC announce in June 2026?

HUB Cyber Security announced a 1-for-20 reverse share split of its ordinary shares. Every 20 existing shares will automatically convert into one share, consolidating the share count without changing overall ownership, apart from minor effects from rounding fractional shares down.

When does HUB Cyber Security’s 1-for-20 reverse split take effect?

The reverse share split becomes effective at 11:59 p.m. Eastern Time on June 5, 2026. HUB Cyber Security’s ordinary shares will start trading on a split-adjusted basis on Nasdaq at the open of business on Monday, June 8, 2026.

How will HUBC’s outstanding share count change after the reverse split?

Before the reverse split, HUB Cyber Security had 66,603,152 ordinary shares issued and outstanding. After the 1-for-20 split and rounding of fractional shares, the company expects to have 3,330,157 ordinary shares outstanding on a post-split basis.

What happens to fractional shares in HUB Cyber Security’s reverse split?

HUB Cyber Security will not issue fractional shares in the reverse split. Instead, any fractional share amounts created by the 1-for-20 consolidation will be rounded down to the nearest whole share, slightly adjusting individual positions in some cases.

Why is HUB Cyber Security implementing a 1-for-20 reverse share split?

The company states it believes the reverse share split will increase the per share trading price of its ordinary shares. HUB Cyber Security cites a goal of helping maintain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1).

How will HUBC’s options, warrants and other equity rights be affected?

The reverse share split will adjust HUB Cyber Security’s notes, options, warrants and restricted share units. The number of shares issuable and the exercise prices under these Outstanding Equity Rights will be modified under their terms so holders retain equivalent economic value after the split.

Filing Exhibits & Attachments

1 document