Skip to main content
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number:001-41634

HUB Cyber Security Ltd.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

State of Israel

(Jurisdiction of incorporation or organization)

**30 Hacharoshet Street **

Or Yehuda, Israel

(Address of principal executive offices)

Tuvia Grossman

Chief Legal Officer

**+972-3-918-6066 **

**HUB Cyber Security Ltd.

30 Hacharoshet Street

Or Yehuda, Israel

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered, pursuant to Section 12(b) of the Act

Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary shares, no par valueHUBCNasdaq Stock Market LLC
Warrants to purchase ordinary sharesHUBCWNasdaq Stock Market LLC
Warrants to purchase ordinary sharesHUBCZNasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report. As of December 31, 2025, the registrant had 36,241,405 ordinary shares outstanding, no par value. As of July 7, 2026, the registrant had 32,836,053 ordinary shares outstanding, no par value (adjusted for the 1-for-15 reverse split effected on January 15, 2026, the 1-for-50 reverse split effected on April 20, 2026 and the 1-for-20 reverse split effected on June 5, 2026).

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐No ☒

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Emerging growth company☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐ U.S. GAAP☒International Financial Reporting Standards as issued by the International Accounting Standards Board☐ Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No☒

CONTENTS

PRESENTATION OF FINANCIAL AND OTHER INFORMATIONiv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSv
PART I1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3. KEY INFORMATION1
A.[Reserved.]1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4. INFORMATION ON THE COMPANY58
A.History and Development of the Company58
B.Business Overview63
C.Organizational Structure72
D.Property, Plants and Equipment72
ITEM 4A. UNRESOLVED STAFF COMMENTS73
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS73
A.Operating Results73
B.Liquidity and Capital Resources82
C.Research and Development, Patents and Licenses, Etc.101
D.Trend Information101
E.Critical Accounting Estimates101
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES102
A.Directors and Senior Management102
B.Compensation104
C.Board Practices112
D.Employees125
E.Share Ownership126
F.Disclosure of a registrant’s action to recover erroneously awarded compensation126
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS126
A.Major Shareholders126
B.Related Party Transactions128
C.Interests of Experts and Counsel131
ITEM 8. FINANCIAL INFORMATION131
A.Consolidated Statements and Other Financial Information131
B.Significant Changes133

i

ITEM 9. THE OFFER AND LISTING133
A.Offer and Listing Details133
B.Plan of Distribution133
C.Markets133
D.Selling Shareholders133
E.Dilution133
F.Expenses of the Issue133
ITEM 10. ADDITIONAL INFORMATION133
A.Share Capital133
B.Memorandum and Articles of Association133
C.Material Contracts134
D.Exchange Controls134
E.Taxation134
F.Dividends and Paying Agents147
G.Statement by Experts147
H.Documents on Display148
I.Subsidiary Information148
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK148
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES148
PART II149
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES149
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS149
ITEM 15. CONTROLS AND PROCEDURES149
ITEM 16. [RESERVED]151
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT151
ITEM 16B. CODE OF ETHICS151
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES152
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES152
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS152
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT153
ITEM 16G. CORPORATE GOVERNANCE153
ITEM 16H. MINE SAFETY DISCLOSURE154
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS154
ITEM 16J. INSIDER TRADING POLICIES.154
ITEM 16K. CYBERSECURITY.154
PART III156
ITEM 17. FINANCIAL STATEMENTS156
ITEM 18. FINANCIAL STATEMENTS156
ITEM 19. EXHIBITS.156
SIGNATURES164
INDEXF-1

ii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.