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Hub Cyber Security Ltd. Merges with BlackSwan Technologies: Key Insights Revealed

$HUBC
Form 6-K
Filed on: 2025-01-16
Source
Hub Cyber Security Ltd. Merges with BlackSwan Technologies: Key Insights Revealed

Here are the key insights extracted from the financial report of Hub Cyber Security Ltd.:

  1. Transaction Overview:
  • Hub Cyber Security Ltd. has signed an Agreement and Plan of Merger with BlackSwan Technologies, Inc. The merger involves BlackSwan merging into a wholly-owned subsidiary of Hub Cyber Security.
  1. Share Exchange:
  • As part of the merger, BlackSwan stockholders will receive a total of 36.5 million ordinary shares of Hub Cyber Security.
  • This share issuance is expected to represent approximately 49.99% of Hub Cyber Security's outstanding ordinary shares post-merger and about 31% of its share capital on a fully-diluted basis.
  1. Warrants Issuance:
  • Stockholders of BlackSwan holding 5% or more of the post-merger shares will receive pre-funded warrants instead of shares exceeding 4.99% of the outstanding shares post-merger. These warrants will limit the holder’s ability to exceed the 4.99% threshold upon exercise.
  1. Transfer Restrictions:
  • The shares issued will be subject to an 18-month transfer restriction:
    • A 6-month lock-up period applies, after which stockholders can transfer up to 28% of their shares.
    • Following this, an additional 6% of shares will be released from the lock-up each month for the next 12 months.
  1. Escrow Arrangement:
  • 10% of the shares will be placed in escrow at closing to secure certain indemnification obligations from BlackSwan’s former stockholders.
  1. Management Stability:
  • There are no anticipated changes to Hub Cyber Security’s management or board of directors as a result of the merger.
  1. Regulatory Compliance:
  • Hub Cyber Security will not register the shares with the SEC, but will comply with public information requirements to enable resale under Rule 144 of the Securities Act.
  1. Closing Conditions:
  • The merger is subject to customary closing conditions and is expected to be completed shortly (next week from the date of the report).
  1. Forward-Looking Statements:
  • The report contains forward-looking statements regarding the merger and its effects, which are subject to risks and uncertainties.
  1. Contact Information:
  • The company’s principal executive office is located at 2 Kaplan Street, Tel Aviv 6473403, Israel, with a contact number of +972-3-924-4074.

This merger indicates a strategic move by Hub Cyber Security to expand its operations and capabilities through the acquisition of BlackSwan Technologies, potentially enhancing its offerings in secured data solutions for financial institutions.