Business Context and Reporting Period
This Form 6-K filing by Hub Cyber Security Ltd. (HUBC) covers the month of August 2026, with a report date of August 4, 2026. The filing details significant corporate actions including the acquisition of purchase rights for Evofem Biosciences, Inc., the engagement of a financial advisor for potential transactions, and the termination of a previously disclosed acquisition target.
Key Financial Metrics and Transaction Details
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, or operating margins. Instead, it focuses on the financial terms of specific transactions:
- Evofem Purchase Rights: HUBC purchased rights with a face amount of $4,000,000 for an aggregate price of $15,200,000 (3.8x face value).
- Consideration Issued: The purchase price was paid via 10,133,333 Consideration Shares, consisting of 590,107 ordinary shares and 9,543,226 Pre-Funded Warrants.
- Share Issuance Cap: Total shares issuable under this and related agreements are capped at 40,000,000 ordinary shares.
- Advisory Fees: PR Capital Limited Co. was compensated with 2,627,118 shares/warrants (approx. 2.5% of Evofem's ascribed valuation), of which 2,101,694 are restricted and subject to forfeiture.
Material Changes and Corporate Actions
- Evofem Transaction: On July 20, 2026, HUBC entered a Securities Purchase Agreement to acquire rights to purchase up to 259.74 million shares of Evofem at $0.0154 per share. Closing occurred on July 21, 2026.
- Financial Advisor Engagement: HUBC engaged PR Capital as a non-exclusive financial advisor for a seven-month term to facilitate a potential business combination with Evofem.
- Ferrox Transaction Termination: HUBC and Ferrox Critical Minerals Ltd. mutually agreed to terminate the proposed acquisition of Ferrox and its Tivani minerals project. No further discussions are ongoing.
Outlook, Risks, and Contingencies
Management has indicated that a shareholders' meeting will be called to approve the full exercise of Pre-Funded Warrants issued under the Evofem SPA and the PR Capital engagement, as well as any necessary increase in authorized share capital. Upon shareholder approval, the 4.99% beneficial ownership limitation on these warrants will terminate.
Key Risks and Contingencies:
- Forfeiture Risk: A significant portion of the advisory fee shares (2,101,694) are restricted and will be forfeited if the Evofem transaction is not consummated during the engagement period or if the engagement is terminated under specific circumstances.
- Dilution: The issuance of over 10 million shares and warrants for the Evofem deal, plus advisory shares, represents a material dilution event pending shareholder approval.
- Transaction Uncertainty: The potential business combination with Evofem is not yet consummated, and the engagement with PR Capital can be terminated by either party with 10 business days' notice.
Investor Verification Checklist
- Verify the outcome of the upcoming shareholders' meeting regarding the exercise of Pre-Funded Warrants and authorized share capital increase.
- Confirm the status of the proposed business combination with Evofem Biosciences, Inc., given the forfeiture conditions on advisory shares.
- Review the full text of the Securities Purchase Agreement (Exhibit 99.1) and Pre-Funded Warrant (Exhibit 99.2) for detailed adjustment mechanisms and covenants.
- Monitor for any future filings regarding the termination of the PR Capital engagement or changes to the Evofem transaction timeline.