Business Context and Reporting Period
This Form 6-K filing by Hub Cyber Security Ltd. covers the month of September 2025, with a report date of September 3, 2025. The filing details a series of financing activities undertaken in August 2025 and prior months to secure capital for general corporate purposes, operating expenses, and debt repayment. The company is a foreign private issuer based in Tel Aviv, Israel.
Key Financial Metrics and Capital Structure
The filing focuses on debt and equity financing rather than operational revenue or profit metrics. Key financial data points include:
- August 2025 Financing: Entered into a securities purchase agreement for up to $20,000,000 in subordinated convertible notes. The initial closing on August 29, 2025, resulted in $8,640,625 in principal notes issued for $7,718,750 in cash and the exchange of prior notes.
- Cash Proceeds: The combined July and August 2025 note issuances generated $4,625,000 in aggregate cash proceeds.
- Claymore Capital Transactions: Raised $1.5 million in cash for 500,000 ordinary shares ($3.00/share) in July and August 2025. Additionally, issued a $1,150,000 convertible note for $1,000,000 cash in July 2025 and a $2,760,000 convertible note for $2,400,000 cash in June 2025.
- J.J. Astor Loan: Added a $1,560,000 loan (evidenced by a $1,853,750 note) in May 2025 with net proceeds of approximately $1,477,600. A prior default on a December 2024 note resulted in a 10% principal increase and a 16% interest rate; $2,165,497 of this prior note has since been converted into shares.
- Agile Capital Loan: A $2,000,000 term loan (net proceeds $1,800,000) with a total repayment obligation of $2,980,000. The loan is secured by substantially all company assets.
- Senior Secured Notes Restructuring: Extended the maturity of $11,000,000 in senior secured notes by six months to February 16, 2026, with interest now compounding.
Material Changes and Debt Obligations
The company has significantly altered its capital structure through multiple private placements and loan amendments:
- Debt Conversion and Exchange: The August 2025 notes were partially issued in exchange for notes from March and April 2025 (aggregate principal $2,187,500). The August 2025 notes bear 4% annual interest, payable in shares or cash, and mature in August 2027.
- Warrant Issuances: Issued warrants to purchase 1,500,108 shares in the August 2025 offering (initial exercise price $3.60, subject to step-downs). Additional pre-funded warrants were issued to Claymore Capital and placement agent Rodman & Renshaw.
- Default Remediation: Addressed a default on the J.J. Astor December 2024 note by waiving the default in exchange for a new loan and accepting a 10% principal penalty and higher interest rate on the outstanding balance.
- Security Interests: The Agile Capital loan requires a security interest in substantially all company assets, including intellectual property and shares in subsidiaries, effective 42 days post-closing.
Outlook, Risks, and Management Commentary
Management intends to use the proceeds from the August 2025 offering to repay the Julestar LLC loan and a portion of the Agile Lending LLC loan. The company plans to scale up enterprise intelligence, crypto infrastructure, and U.S. expansion.
Risks and Contingencies:
- Redemption Triggers: The August 2025 notes contain mandatory redemption provisions upon events of default (including registration statement failures) at 120% of the conversion amount. Bankruptcy events trigger immediate payment at 120%.
- Registration Rights: The company must file a Form F-1 registration statement within 45 days of the initial closing. Failure to do so incurs liquidated damages of 1% of the principal per 30-day period, up to 10%.
- Dilution: Significant dilution is possible due to the conversion features of multiple notes and the exercise of warrants, subject to beneficial ownership limitations of 4.99% (expandable to 9.99%).
- Forward-Looking Statements: The filing includes standard disclaimers that future results may differ materially from expectations due to various risks beyond the company's control.
Investor Verification Checklist
- Verify the effectiveness of the Form F-1 registration statement required within 45 days of August 29, 2025, to avoid liquidated damages.
- Confirm the status of the $14,054,165 note purchase agreement regarding the senior secured notes; failure to meet payment milestones terminates the maturity extension.
- Monitor the weekly repayment schedule for the Agile Capital loan and the J.J. Astor convertible note to prevent further defaults.
- Assess the impact of the 4.99% beneficial ownership limitation on the ability of investors to convert notes or exercise warrants.
- Review the specific terms of the "fundamental transaction" clauses in the warrants and notes regarding cash settlement via Black-Scholes formula.