Business Context and Reporting Period
This Form 6-K filing by Hub Cyber Security Ltd. covers the month of July 2026, with the report dated July 1, 2026. The filing details a strategic acquisition and a concurrent corporate restructuring initiative aimed at improving liquidity and simplifying the organizational structure.
Key Financial Metrics and Transaction Details
The filing focuses on a non-cash acquisition rather than standard operating financial results. Key metrics include:
- Acquisition Target: Senior subordinated convertible notes ("Evofem Notes") and purchase rights of Evofem Biosciences, Inc.
- Total Purchase Price: Approximately $49,331,891.
- Consideration Method: Solely equity securities (Ordinary Shares and Pre-Funded Warrants); no cash was used.
- Shares Issued: 31,623,000 Consideration Shares in total, comprising 1,794,901 Ordinary Shares and Pre-Funded Warrants exercisable for 29,828,099 Ordinary Shares.
- Valuation Basis: Shares were priced at $1.560 per share (closing price on June 24, 2026).
- Strategic Outcome: The transaction grants the Company potential ownership of approximately 88% of Evofem's current outstanding shares (14% on a fully diluted basis).
Material Changes and Restructuring
The acquisition is part of a broader corporate restructuring plan. Material changes include:
- Cost Reduction: Operating expenses have been substantially reduced by eliminating external consultants and contractors.
- Headcount Reduction: Headcount at the HUB level was reduced by approximately 50%.
- External Support: The Company engaged Deloitte to assist with restructuring, operational improvements, and financial planning.
- Capital Structure: The Company plans to seek shareholder approval to fully exercise Pre-Funded Warrants and increase authorized share capital.
Outlook, Risks, and Contingencies
Management views the Evofem transaction as a first step in a disciplined approach to pursuing strategic opportunities while preserving liquidity. The Board continues to explore strategic alternatives to maximize shareholder value.
Risks and Contingencies:
- Shareholder Approval: Full exercise of Pre-Funded Warrants and the issuance of remaining shares are contingent upon shareholder approval.
- Beneficial Ownership Limitations: Issuance was initially capped at 4.99% per seller to avoid exceeding beneficial ownership limits; this cap lifts upon shareholder approval.
- Regulatory Status: The securities were issued as "restricted securities" under Section 4(a)(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the status of the upcoming shareholder meeting to approve the full exercise of Pre-Funded Warrants.
- Confirm the final dilution impact on existing shareholders once the 29.8 million Pre-Funded Warrants are exercised.
- Review the financial health and solvency of Evofem Biosciences, Inc., given the Company's significant exposure to its convertible notes.
- Monitor the Company's cash burn rate post-restructuring to ensure the "liquidity preservation" strategy is effective.
- Check for any updates on the "strategic alternatives" mentioned by the Board beyond the Evofem acquisition.