Business Context and Reporting Period
Company: Hub Cyber Security Ltd.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: Unaudited interim financial statements for the six months ended June 30, 2025, and balance sheet as of June 30, 2025. The report was signed on December 31, 2025.
Context: The Company is a foreign private issuer based in Israel. The filing includes unaudited condensed consolidated statements of operations, financial position, and comprehensive loss. The Company underwent a 1:10 reverse share split in March 2025, and per-share data has been retroactively adjusted.
Key Financial Metrics
| Metric (USD in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 |
|---|---|---|
| Revenues | $15,112 | $15,708 |
| Gross Profit | $2,880 | $1,496 |
| Gross Margin | 19.1% | 9.5% |
| Operating Loss | $(19,043) | $(15,031) |
| Net Loss (Continuing Ops) | $(41,774) | $(25,306) |
| Total Comprehensive Loss | $(48,812) | $(24,360) |
| Cash and Cash Equivalents (June 30, 2025) | $917 | $3,085 (Dec 31, 2024) |
| Total Current Liabilities (June 30, 2025) | $129,224 | $106,074 (Dec 31, 2024) |
| Shareholders' Equity (Deficit) | $(58,174) | $(80,817) (Dec 31, 2024) |
Per Share Data (Basic & Diluted): Net loss per share from continuing operations was $(4.055) for the six months ended June 30, 2025, compared to $(12.616) for the same period in 2024 (adjusted for reverse split).
Material Changes vs. Prior Period
- Revenue: Decreased slightly by 3.8% to $15.1 million, while Cost of Revenues decreased by 14.0%, resulting in an improved Gross Margin of 19.1% compared to 9.5% in the prior year.
- Operating Expenses: General and Administrative expenses increased significantly to $15.5 million from $13.3 million. Research and Development expenses rose to $1.9 million from $0.6 million. Sales and Marketing expenses increased to $4.5 million from $2.6 million.
- Net Loss: Net loss from continuing operations widened by 65.1% to $41.8 million, driven primarily by increased operating expenses and higher finance expenses ($23.9 million vs. $13.4 million).
- Balance Sheet: Total assets increased to $73.3 million from $27.4 million at year-end 2024, largely due to a significant increase in Intangible Assets (from $4.3 million to $48.3 million). Total current liabilities increased to $129.2 million.
- Liquidity: Cash and cash equivalents declined from $3.1 million at December 31, 2024, to $0.9 million at June 30, 2025.
Guidance, Outlook, Risks, and Unusual Items
Recent Financing and Debt Restructuring
- Settlements: In February 2025, the Company settled obligations with Dominion Capital ($4.5M) and Oppenheimer ($3.0M). Third-party investor Claymore Capital paid these settlements on the Company's behalf in exchange for convertible notes, which were subsequently converted into ordinary shares.
- March 2025 Notes: Issued $2.2M principal notes to investors including Keystone Capital. These were later exchanged under the June 2025 SPA.
- ELOC Transaction: Entered an Ordinary Shares Purchase Agreement with Keystone for up to $50M. Issued commitment notes totaling $2.5M. Sales have not commenced as the SEC registration statement was not effective as of the report date.
- August 2025 Financing: Issued subordinated convertible notes (August 2025 Notes) with an aggregate principal of up to $20M. Initial closings raised $13.3M in cash and extinguished $7.5M of prior debt. Notes are convertible at $2.88/share with various redemption and participation rights.
- PIPE Investor Settlement: In November 2025, settled with 2023 PIPE Investors (A-Labs, MOFO, Viserion). No cash changed hands; mutual waivers were granted. The Company agreed to repay a $1.8M secured loan to A-Labs via share issuance.
Risks and Contingencies
- Liquidity Risk: Significant uncertainty regarding the adequacy of liquidity and capital resources to repay obligations as they become due.
- Geopolitical Risk: Ongoing war between Israel and Hamas may harm the economy and the Company's business.
- Listing Standards: Risk of failing to meet Nasdaq continued listing standards.
- Legal Proceedings: Uncertainty regarding the outcome of legal or regulatory proceedings related to internal investigations.
- Forward-Looking Statements: The report contains preliminary figures that are unaudited and subject to adjustment. Management warns that actual results may differ materially.
Investor Verification Checklist
- Cash Runway: Verify current cash balance and burn rate given the reported $0.9M cash position as of June 30, 2025, and significant current liabilities of $129M.
- Debt Conversion Terms: Review the specific conversion prices, floors, and redemption rights of the August 2025 Notes and Amended Notes, which could lead to significant dilution.
- ELOC Status: Confirm the status of the SEC registration statement for the $50M Equity Line of Credit (ELOC) with Keystone, as sales cannot commence until effective.
- Intangible Assets: Investigate the nature of the $44M increase in Intangible Assets between Dec 2024 and June 2025.
- Share Issuance: Monitor the issuance of shares related to the A-Labs loan repayment and the PIPE settlement, including lock-up periods and potential market impact.
- Legal Settlements: Confirm the final terms and any remaining liabilities associated with the settlements with Dominion, Oppenheimer, and the 2023 PIPE Investors.