Hub Cyber Security Files 2023 Annual Report

TL;DR

Hub Cyber Security dropped its 2023 20-F, check financials and biz ops.

AI Summary

Hub Cyber Security Ltd. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company, formerly known as Hub Cyber Security (Israel) Ltd., is based in Tel Aviv, Israel, and operates in the computer communications equipment sector. This filing serves as their annual report under the Securities Exchange Act of 1934.

Why It Matters

This filing provides investors and the public with a comprehensive overview of Hub Cyber Security's financial performance, business operations, and risks for the 2023 fiscal year.

Risk Assessment

Risk Level: medium — As an annual report, it contains standard disclosures but doesn't inherently signal new risks; however, the nature of cybersecurity is inherently dynamic.

Key Numbers

• 2023 — Fiscal Year End (The period covered by the annual report.)
• 001-41634 — SEC File Number (Identifies the company's filings with the SEC.)

Key Players & Entities

• Hub Cyber Security Ltd. (company) — Filer of the 20-F
• Hub Cyber Security (Israel) Ltd. (company) — Former name of the filer
• 001-41634 (dollar_amount) — SEC file number
• 20231231 (dollar_amount) — Fiscal year end date
• 20240816 (dollar_amount) — Filing date

FAQ

Filing Documents

• ea0210187-20f_hubcyber.htm (20-F) — 4253KB
• ea021018701ex1-2_hubcyber.htm (EX-1.2) — 27KB
• ea021018701ex2-1_hubcyber.htm (EX-2.1) — 71KB
• ea021018701ex4-26_hubcyber.htm (EX-4.26) — 166KB
• ea021018701ex4-27_hubcyber.htm (EX-4.27) — 99KB
• ea021018701ex4-28_hubcyber.htm (EX-4.28) — 82KB
• ea021018701ex4-29_hubcyber.htm (EX-4.29) — 169KB
• ea021018701ex4-30_hubcyber.htm (EX-4.30) — 95KB
• ea021018701ex4-31_hubcyber.htm (EX-4.31) — 81KB
• ea021018701ex4-32_hubcyber.htm (EX-4.32) — 177KB
• ea021018701ex4-33_hubcyber.htm (EX-4.33) — 18KB
• ea021018701ex4-34_hubcyber.htm (EX-4.34) — 23KB
• ea021018701ex4-35_hubcyber.htm (EX-4.35) — 103KB
• ea021018701ex4-36_hubcyber.htm (EX-4.36) — 79KB
• ea021018701ex4-37_hubcyber.htm (EX-4.37) — 75KB
• ea021018701ex4-38_hubcyber.htm (EX-4.38) — 56KB
• ea021018701ex4-39_hubcyber.htm (EX-4.39) — 9KB
• ea021018701ex4-40_hubcyber.htm (EX-4.40) — 19KB
• ea021018701ex4-41_hubcyber.htm (EX-4.41) — 13KB
• ea021018701ex4-42_hubcyber.htm (EX-4.42) — 14KB
• ea021018701ex4-43_hubcyber.htm (EX-4.43) — 21KB
• ea021018701ex8-1_hubcyber.htm (EX-8.1) — 5KB
• ea021018701ex12-1_hubcyber.htm (EX-12.1) — 10KB
• ea021018701ex12-2_hubcyber.htm (EX-12.2) — 10KB
• ea021018701ex13-1_hubcyber.htm (EX-13.1) — 4KB
• ea021018701ex13-2_hubcyber.htm (EX-13.2) — 4KB
• image_001.jpg (GRAPHIC) — 8KB
• image_002.jpg (GRAPHIC) — 25KB
• image_003.jpg (GRAPHIC) — 80KB
• image_004.jpg (GRAPHIC) — 5KB
• 0001213900-24-070066.txt ( ) — 19213KB
• hubc-20231231.xsd (EX-101.SCH) — 234KB
• hubc-20231231_cal.xml (EX-101.CAL) — 91KB
• hubc-20231231_def.xml (EX-101.DEF) — 629KB
• hubc-20231231_lab.xml (EX-101.LAB) — 1314KB
• hubc-20231231_pre.xml (EX-101.PRE) — 661KB
• ea0210187-20f_hubcyber_htm.xml (XML) — 3318KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

KEY INFORMATION

ITEM 3. KEY INFORMATION 1 A. [Reserved.] 1 B. Capitalization and Indebtedness 1 C. Reasons for the Offer and Use of Proceeds 1

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 48 A. History and Development of the Company 48 B. Business Overview 52 C. Organizational Structure 77 D. Property, Plants and Equipment 77

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 77

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 78 A. Operating Results 78 B. Liquidity and Capital Resources 88 C. Research and Development, Patents and Licenses, Etc. 100 D. Trend Information 100 E. Critical Accounting Estimates 101

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 102 A. Directors and Senior Management 102 B. Compensation 104 C. Board Practices 111 D. Employees 124 E. Share Ownership 124 F. Disclosure of a registrant's action to recover erroneously awarded compensation 124

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 124 A. Major Shareholders 124 B. Related Party Transactions 126 C. Interests of Experts and Counsel 128

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 128 A. Consolidated Statements and Other Financial Information 128 B. Significant Changes 132 i

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 132 A. Offer and Listing Details 132 B. Plan of Distribution 132 C. Markets 132 D. Selling Shareholders 132 E.

Dilution

Dilution 132 F. Expenses of the Issue 132

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 132 A. Share Capital 132 B. Memorandum and Articles of Association 132 C. Material Contracts 133 D. Exchange Controls 134 E. Taxation 134 F. Dividends and Paying Agents 146 G. 146 H. Documents on Display 146 I. Subsidiary Information 146 J. Annual Report to Security Holders 146

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 146

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 146 PART II 147

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 147

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 147

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 147

[RESERVED]

ITEM 16. [RESERVED] 149

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 149

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 149

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 149

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 150

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 150

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 150

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 150

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 151

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 151 ITEM 16J. INSIDER TRADING POLICIES. 151 ITEM 16K. CYBERSECURITY. 151 PART III 153

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 153

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 153

EXHIBITS

ITEM 19. EXHIBITS. 153

SIGNATURES

SIGNATURES 158 INDEX F-1 ii ABOUT THIS ANNUAL REPORT Except where the context otherwise requires or where otherwise indicated in this Annual Report, the terms "HUB Cyber Security Ltd.,", "HUB," the "Company," "we," "us," "our," "our company" and "our business" refer to HUB Cyber Security Ltd. and its subsidiaries. All references in this Annual Report to "Business Combination" refer to the transactions effected under the merger agreement, dated as of March 23, 2022 (the "Merger Agreement"), by and among Mount Rainier Acquisition Corp., a Delaware corporation ("RNER"), HUB and Rover Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HUB ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into RNER, with RNER surviving the merger. Upon consummation of the Business Combination and the other transactions contemplated by the Merger Agreement on February 28, 2023, RNER became a wholly owned subsidiary of HUB. All references in this Annual Report to "Israeli currency" and "NIS" refer to New Israeli Shekels, the terms "dollar," "USD" or "$" refer to U.S. dollars and the terms "" or "euro" refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended. All information in this Annual Report on Form 20-F relating to shares or price per share reflects the 1-for-10 reverse share split effected by us on December 14, 2023. PRESENTATION OF FINANCIAL AND OTHER INFORMATION Our financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the IASB ("IFRS"). We present our consolidated financial Our fiscal year ends on December 31 of each year. References to fiscal 2021 and 2021 are references to the fiscal year ended December 31, 2021, references to fiscal 2022 and 2022 are references to the fiscal year ended December 31, 2022, and r

Forward-looking statements

Forward-looking statements involve a number of risks, including potential impairments, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to: Our previously disclosed internal investigation was initiated to review allegations of misappropriation of Company funds and other potential fraudulent actions regarding the use of Company funds by a former senior officer of the Company. As a result of or in connection with the matters that were the subject of the investigation, we may become subject to certain regulatory scrutiny, which could have a material adverse effect on our business, financial condition and results of operation. We are a company with a history of net losses and anticipate that we may incur net losses for the foreseeable future. Moreover, our independent registered public accounting firm's report, contained herein, includes an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, indicating the possibility that we may not be able to continue to operate in the future. We have identified material weaknesses in our internal control over financial reporting. If our remediation of the material weaknesses is not effective, or we fail to develop and maintain effective internal controls over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired. The circumstances that led to the failure to file our Annual Report on time, and our efforts to assess and remediate those matters have caused and may continue to cause substantial delays in our SEC filings. We are not currently in compliance with the continued listing standards of Nasdaq and our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities. W

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers Not applicable.

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable Not applicable.

Key Information

Item 3. Key Information A. [Reserved.] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider the risks described below before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our ordinary shares could decline due to any of these risks, and you may lose all or part of your investment. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this Annual Report. See "Cautionary Risks Relating to the Internal Investigation, Our Ability to Continue as a Going Concern, Our Internal Controls and Related Matters Our previously disclosed internal investigation was initiated to review allegations of misappropriation of Company funds and other potential fraudulent actions regarding the use of Company funds by a former senior officer of the Company . As a result of or in connection with the matters that were the subject of the investigation, we may become subject to certain regulatory scrutiny. We are unable to predict the effectiveness of any remediation measures recommended by the Special Committee. In addition, we have incurred and may continue to incur substantial costs in connection with the internal investigation, which could have a material adverse effect on our business, financial condition and results of operations. As previously discl

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