HUB Cyber Security Fortifies Board, Weighs Reverse Split for Nasdaq

TEL AVIV, Israel – December 22, 2025 – HUB Cyber Security Ltd. (Nasdaq: HUBC), a provider of confidential computing technologies, is making significant moves to strengthen its corporate governance and capital structure as it navigates a complex market and pursues its long-term strategic goals. The company announced the appointment of a seasoned banking executive to its Board of Directors and is simultaneously asking shareholders to approve a potential reverse share split, a measure aimed at maintaining its listing on the Nasdaq stock exchange.

These developments signal a pivotal moment for the Israeli firm, reflecting a deliberate effort to align its leadership and financial framework with the demands of operating in the highly regulated global financial and security sectors. The changes come as the company seeks to reinforce investor confidence and ensure it has the flexibility to execute its growth strategy.

A Board Built for Regulated Industries

A key component of HUB's governance overhaul is the appointment of Vineet Malhotra to its Board of Directors. Mr. Malhotra brings more than two decades of high-level experience in building and managing regulated banking and payment platforms on a global scale. His most recent role as Managing Director and Global Head of Simplii Financial, the digital banking arm of the Canadian Imperial Bank of Commerce (CIBC), gives him deep insight into the very systems HUB aims to secure.

His appointment is a clear strategic choice, intended to enhance the board’s oversight capabilities in financial infrastructure, transaction systems, and compliance. He joins a deliberately curated board of independent members, each bringing a specific area of expertise:

• Renah Persofsky, the Chairperson, specializes in governance and finance.
• Shlomo Bibas focuses on strategy and technology.
• Ilan Flato contributes expertise in capital markets, governance, and regulatory affairs.

These independent directors are joined by Major General (Ret.) Uzi Moscovici, a former CEO and chairman of HUB who provides continuity and expertise in national security and risk oversight, and Noah Hershcoviz, the company's current Chief Executive Officer. This composition creates a governance body with a diverse skill set tailored to HUB's mission of securing critical digital infrastructure.

“We are strengthening HUB’s governance framework to match the scale, responsibility, and regulatory complexity of the systems we are building,” said Noah Hershcoviz, CEO of HUB. “We have deliberately expanded our Board with leaders who have operated regulated financial, security, technology and public-company infrastructure at scale, thereby enhancing the Company’s execution discipline, risk oversight, and long-term value creation.”

Navigating Capital Markets and Nasdaq Rules

Perhaps the most significant update for investors is the company's move to seek shareholder approval for a reverse share split. This financial maneuver consolidates the number of existing shares into fewer, proportionally more valuable shares. While the company's management emphasized that such a step would only be taken if necessary, its reasoning points to critical challenges facing the firm.

A reverse split is often employed by companies to increase their stock's trading price to meet the minimum bid price requirements of a major exchange, such as the Nasdaq's typical $1.00 per share threshold. Failure to meet this requirement can lead to a delisting notice, which can severely impact a company's liquidity and reputation.

HUB's management stated the move would be considered to “protect shareholders,” make the stock “more attractive to a broader range of investors,” or to “maintain compliance with Nasdaq listing requirements.” This proactive measure, combined with a recent shareholder approval to increase authorized share capital, is designed to provide the company with maximum flexibility. The increased capital authorization can support future financing and strategic initiatives, while the potential reverse split acts as a defensive tool to protect long-term shareholder value from the adverse effects of a potential delisting.

“Any steps taken in this regard would be implemented only if necessary to protect shareholder interests and/or maintain Nasdaq compliance,” the company reiterated, signaling a cautious but prepared approach to its capital management.

Acknowledging Headwinds and Risks

While the governance and capital updates point to a forward-looking strategy, the company is operating in a challenging environment, a fact underscored by the extensive risk factors detailed in its public filings. These challenges paint a fuller picture of the pressures driving the current strategic adjustments.

Among the primary risks cited are significant uncertainties regarding the company's liquidity and its ability to meet financial obligations as they come due. Furthermore, as an Israeli company, HUB acknowledges the potential harm to its business and the national economy from the ongoing war that commenced in October 2023. The company also faces potential legal or regulatory proceedings stemming from a previously announced internal investigation.

On the market front, HUB faces intense competition and the continuous challenge of growing profitably while retaining key customers, suppliers, and management. These operational pressures, combined with geopolitical risks and the inherent volatility of its securities, create a complex landscape for management to navigate. The board's reinforcement and the proposed capital structure changes are direct responses to these realities, designed to build a more resilient foundation for the company's future.

HUB’s stated focus remains on “disciplined execution, platform strength, and the creation of durable, long-term value.” By fortifying its leadership with relevant industry expertise and preparing its capital structure for market pressures, the company is taking decisive action to secure its position and deliver on its promise to protect the next generation of digital infrastructure.