🧾 What This Document Is

This is a proxy statement filed as part of a 6-K report. It's an official invitation and instruction guide for Hub Cyber Security's shareholders. The company is calling a special meeting to vote on one specific, important proposal. Its job is to explain the proposal in detail and tell shareholders how to cast their votes.

🏢 What The Company Does

👉 In simple terms, Hub Cyber Security (HUBCZ) is an Israeli company that provides cybersecurity solutions and services. They protect businesses from digital threats. This filing isn't about their core business operations, but about the structure of their company shares.

🚀 The Big Proposal: A Reverse Share Split

The entire meeting is about one thing: asking shareholders for permission to do a reverse share split.

• What it is: The company wants to reduce its number of outstanding shares. If they do a 1-for-10 split, for example, you would own 1 share where you previously owned 10, but that 1 share would be worth about 10 times more.
• The Range: They aren't picking a specific ratio yet. They are asking for authorization to do a split with an aggregate ratio between 1-for-10 and 1-for-1,000.
• The Goal: The Board believes this will increase the per-share price of their stock. They explicitly state this is to make the shares "more attractive" to investors and to ensure they stay safely above Nasdaq's minimum $1.00 bid price requirement to avoid being delisted.

📊 Why They're Doing This & The Details

• Flexibility is Key: The Board wants the freedom to decide the exact ratio and timing based on market conditions before December 31, 2027.
• Authorized Shares Increase: Importantly, they will NOT reduce the total number of shares the company is allowed to issue (the "authorized capital"). This means a reverse split will effectively increase their authorized shares. This gives them more room to issue stock for future fundraising or deals, which could dilute current shareholders.
• No Fractional Shares: If you end up with a fractional share after the split, you won't get a piece of a share. It will be rounded down, and you won't be compensated for the fraction.

📅 Key Dates & Voting Logistics

• Meeting Date: April 20, 2026, at 8:00 a.m. Israel time, at their Tel Aviv office.
• Record Date: Only shareholders on the books by April 6, 2026, can vote.
• How to Vote: Shareholders can vote by mail (proxy card), online, by phone, or in person at the meeting. The Board unanimously recommends voting "FOR" the proposal.
• Vote Needed: A simple majority of votes cast at the meeting must be "FOR" it to pass.

⚖️ Risks and Downsides (The Fine Print)

The filing is honest about the potential negatives:

• 👍 Upside Goal: Potentially boost share price and maintain Nasdaq listing.
• ⚠️ Major Risks:
  • It might not work. The share price may not rise proportionally or could even fall after the split.
  • It could make shares less liquid (harder to buy/sell) due to fewer shares trading.
  • It may create more "odd lots" (blocks of fewer than 100 shares), which are often more expensive to trade.
  • The effective increase in authorized shares could lead to future dilution of ownership for existing shareholders.

🔮 What's Next

If shareholders approve the proposal on April 20, the Board will later decide on the exact split ratio and effective date. They will then announce it via a press release. No further shareholder vote would be needed. If the proposal fails, the company will not move forward with the reverse split.

🧠 The Analogy

Imagine your company is a large pizza, but it's been sliced into 10,000 tiny, hard-to-handle slivers. The share price is very low, like the price of one sliver. Investors and restaurants (like Nasdaq) are unimpressed. A reverse split is like taking all those slivers and re-making the pizza into 1,000 larger, more substantial slices (or even just 100 very large slices). The total amount of pizza (the company's value) is the same, but each slice (share) now looks more valuable and is easier to pick up and trade. The risk? Some people might not like the new slice size, and the person holding the pizza box (the Board) now has extra dough on the side to make new slices later, which could make everyone else's slices a bit smaller.

🧩 Final Takeaway

Hub Cyber Security is seeking shareholder approval for a reverse split, a financial engineering move primarily aimed at boosting its stock price to stay listed on Nasdaq. The Board wants wide latitude on the split's details, which comes with the trade-off of potentially increasing their power to issue more shares in the future. This is a defensive move to stay on the exchange, not a signal of operational turnaround.