As filed with the Securities and Exchange Commission on September 2, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HUB CYBER SECURITY LTD. (Exact name of registrant as specified in its charter) State of Israel 3576 None (I.R.S. Employer Identification No.) (Primary Standard Industrial Classification Code Number) HUB Cyber Security Ltd. 2 Kaplan Street Tel Aviv, Israel 6473403 +972 (3) 791-3 ...

Financial Performance - The company reported net losses of $39.1 million, $86.6 million, and $80 million for the years ended December 31, 2024, 2023, and 2022, respectively[60]. - The company is generating negative cash flow and requires constant cash injections to continue operations, leading to a hold on certain bank accounts[61]. - The company has reached a settlement with unsecured creditors and is in the process of addressing insolvency applications[61]. - The company is currently in default under certain debt obligations, with overdue amortization payments totaling approximately $1.2 million and an aggregate principal amount of approximately $5.9 million[79]. - The company is required to raise additional funds to execute its business plan, which may not be available when needed[82]. - The company may face significant cash expenditures and liabilities related to acquisitions, including potential security vulnerabilities and compliance issues[117]. - The company’s growth prospects may be hindered by economic downturns, particularly in core markets like the Middle East and Europe[130]. - The company may face additional costs and liabilities from litigation, which could negatively affect its business operations and financial position[211]. Internal Controls and Compliance - The company has identified material weaknesses in internal control over financial reporting, which have not been remedied as of December 31, 2024[63]. - The company is engaged in a costly process to document and evaluate internal controls, which may divert management's attention from other business matters[224]. - The company has identified material weaknesses in internal control over financial reporting, which could impair the accuracy of financial statements[219]. - The company could face adverse market reactions if it fails to remediate identified material weaknesses in internal controls[225]. Investigations and Legal Issues - The company has incurred substantial costs related to an internal investigation, which has diverted management resources and caused delays in filing Annual Reports[58]. - Approximately NIS 2 million (approximately $582,000) was misappropriated by the former CEO for personal use, leading to his termination and legal actions against him and a former staff member[48]. - The internal investigation is subject to regulatory review, exposing the company to potential investigations by authorities in Israel and the United States[52]. - The company has appointed a Special Committee to oversee the internal investigation and has replaced all management involved during the period of misappropriation[51]. Market and Competition - The network security market is rapidly evolving, and if the company's solutions fail to adapt, sales may not continue to grow or may decline[91]. - Competition in the secured data fabric and technology solutions market is intense, with major players like IBM, Oracle, and Microsoft posing significant challenges[99][100]. - The ability to acquire large enterprise customers is crucial for future revenue growth, and failure to do so may harm operating results[108]. - The market's acceptance of secured data fabric and confidential computing is not fully proven, and its development may be slower than expected[113]. Operational Challenges - The company may face challenges in attracting new customers and retaining existing ones, which could adversely impact revenue and results of operations[86]. - The company has implemented a workforce reduction plan starting in March 2023 to improve operational efficiencies and align investments with strategic priorities[88]. - The company has taken measures to reduce costs, but these may not result in anticipated savings or operational efficiencies[88]. - The company is experiencing intense competition for skilled personnel, which may impact its ability to execute growth plans[126]. Regulatory and Compliance Risks - The company is subject to complex and uncertain tax regulations across multiple jurisdictions, which may materially impact its effective tax rate[135]. - Changes in OECD guidelines could increase the company's tax obligations and worldwide effective tax rate due to its international business activities[136]. - The company faces risks related to cybersecurity threats, which could harm its reputation and result in financial losses or liabilities[140]. - Compliance with evolving privacy and data protection laws, such as GDPR and CCPA, may require significant resources and could impact operational efficiency[177]. - The company may face increased scrutiny regarding cross-border data transfers, which could restrict its ability to store and process data[178]. Acquisitions and Growth Strategy - The company acquired four companies in the past three years, significantly increasing its employee count and operational fields[115]. - The acquisition of BST in January 2025 is expected to solidify the company's position in secured data fabric solutions, targeting banks and financial institutions[115]. - The company has yet to recognize any revenues from the acquisition of Legacy Technologies Gmbh, with uncertainty regarding future customer acquisition[117]. Intellectual Property and Technology Risks - The company has six patents registered in the U.S. and one pending application, but enforcement of proprietary rights may be challenging, potentially allowing competitors to copy its technology[155]. - The company faces challenges in protecting its intellectual property rights, with potential unauthorized copying or reverse engineering of its products[158]. - Legal actions may be necessary to enforce patents and protect trade secrets, which could incur substantial costs and divert resources[161]. - The process of securing patent protection can take five or more years, and there is uncertainty regarding the approval of pending applications[163]. Financial Market and Investor Relations - The company completed a business combination with a special purpose acquisition company (SPAC) on February 28, 2023, becoming publicly traded in the U.S. on March 1, 2023[228]. - The market price and trading volume of the company's ordinary shares and warrants on Nasdaq may be volatile, with significant fluctuations already observed since trading began[231]. - The company does not intend to pay dividends for the foreseeable future, focusing on retaining funds for business operations instead[236]. - The company’s actual financial results may differ materially from any guidance provided, influenced by various business and economic factors[238].

As filed with the Securities and Exchange Commission on December 31, 2024. Registration No. 333-282109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HUB CYBER SECURITY LTD. (Exact name of registrant as specified in its charter) State of Israel 3576 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) HUB Cyber Security Ltd. 2 Kaplan ...

Business Focus and Market Potential - HUB Cyber Security Ltd. reported a significant focus on two business lines: Confidential Computing and Secured Data Fabric, alongside Professional Services in cybersecurity[15] - The Confidential Computing market is projected to grow by 90-95% annually through 2026, indicating a strong demand for HUB's solutions[20] - The global confidential computing market was valued at $4.1 billion in 2022 and is projected to reach $184.5 billion by 2032, growing at a CAGR of 46.8% from 2023 to 2032[36] - HUB's zero trust Confidential Computing systems aim to protect data in use, addressing vulnerabilities that traditional cybersecurity solutions do not cover[19] - The Data Fabric solution aims to streamline data processing for large applications, reducing costs and risks associated with traditional ETL solutions[22] Financial Performance and Concerns - HUB anticipates continued net losses for the foreseeable future, raising concerns about its ability to operate as a going concern[7] - The company has identified material weaknesses in its internal control over financial reporting, which could impair its ability to produce accurate financial statements[7] - HUB is currently in default under certain debt obligations and needs to raise additional funds to execute its business plan[8] - The company has received a notice of delisting from Nasdaq, pending a hearing, which could impact its market presence[8] - For the six months ended June 30, 2024, the company's annual revenue decreased by $9,300,000 from $25,008,000 to $15,708,000, after neutralizing $5,704,000 from discontinued operation revenues[32] - Revenue for the six months ended June 30, 2024, was $15,708,000, a decrease of $9,300,000 or 37.2% compared to $25,008,000 in 2023[67] - Total net loss for the six months ended June 30, 2024, was $(26,363,000), a decrease of $38,123,000 or 59% compared to $(64,486,000) in 2023[66] Operational Metrics and Expenses - The company achieved a gross retention rate of 66% for customers generating over $15,708,000 in revenues over the trailing six months[32] - Gross profit increased to $1,496,000 for the six months ended June 30, 2024, compared to a loss of $(1,973,000) in 2023, representing an increase of $3,469,000 or 176%[73] - Research and development expenses for the six months ended June 30, 2024, were approximately 4% of revenue, with expectations for an increase in future periods[51] - Sales and marketing expenses as a percentage of revenue were approximately 17% for the six months ended June 30, 2024, with anticipated increases in future periods[55] - General and administrative expenses decreased significantly to $13,317,000 in 2024 from $35,937,000 in 2023, a reduction of $22,620,000 or 63%[76] - Operating loss improved to $(15,031,000) for the six months ended June 30, 2024, compared to $(59,559,000) in 2023, a decrease of $44,528,000 or 75%[66] Financing and Capital Structure - The company plans to finance operating costs over the next twelve months through equity and/or debt securities, reducing operating spend, and potentially divesting assets[92] - The company has engaged with potential investors for additional financing, but the outcome remains uncertain[96] - The Company has entered into March-June 2024 Notes with a total principal amount of $10 million, with repayment terms of 40% by August 10, 2024, and 60% by September 24, 2024[119] - The Company issued convertible notes totaling $3.1 million to accredited investors in late 2023, with a conversion rate capped at $2.50 or 75% of the average price of ordinary shares[123][124] - The Company also issued $550,000 in convertible notes to accredited investors in March 2024, with a conversion rate not lower than $1.50[125][126] - The Lind Financing agreement allows for up to $16,000,000 in secured convertible promissory notes and warrants to purchase ordinary shares[142] - The first tranche of the Lind Financing closed on May 8, 2023, with a purchase price of $6,000,000 and a principal amount of $7,200,000, including warrants for 2,458,210 ordinary shares[143] Future Outlook and Strategic Initiatives - The company plans to invest in growth in Europe and North America, targeting large enterprise customers and small to medium-sized businesses[53] - HUB's strategy includes expanding into new markets and enhancing its product offerings to adapt to the rapidly evolving cybersecurity landscape[6] - The company expects general and administrative expenses to increase due to costs associated with being a U.S. listed public company[56] - The company expects to increase its research and development efforts to produce confidential computing products, impacting future capital requirements[92]

Financial Performance - Total revenues for the six months ended June 30, 2024, were $15,708,000, a decrease of 37.3% compared to $25,008,000 for the same period in 2023[8]. - Gross profit for the first half of 2024 was $1,496,000, compared to a gross loss of $1,973,000 in the first half of 2023, indicating a significant improvement[8]. - Operating loss for the six months ended June 30, 2024, was $15,031,000, a reduction from the operating loss of $59,559,000 in the same period of 2023[8]. - Net loss from continuing operations for the first half of 2024 was $25,306,000, compared to a net loss of $64,956,000 in the first half of 2023, reflecting a 61.0% improvement[11]. - The company reported a total comprehensive loss of $24,360,000 for the six months ended June 30, 2024, compared to a total comprehensive loss of $62,794,000 for the same period in 2023[11]. - For the six months ended June 30, 2024, the net loss was $26,363 thousand, compared to a net loss of $64,486 thousand for the same period in 2023, indicating a significant reduction in losses[17]. Assets and Liabilities - Total assets decreased to $28,636,000 as of June 30, 2024, down from $32,590,000 as of December 31, 2023[5]. - Current liabilities increased to $85,455,000 as of June 30, 2024, compared to $80,479,000 as of December 31, 2023[5]. - Share capital and premium rose to $123,907,000 as of June 30, 2024, up from $103,386,000 as of December 31, 2023[5]. - As of June 30, 2024, the company has accumulated losses totaling $213,579 thousand and a negative working capital of $67,113 thousand, raising concerns about its liquidity[28]. - The company used $10,785 thousand in operating activities for the six months ended June 30, 2024, which is a decrease from $12,583 thousand used in the same period in 2023[19]. - The company had cash and cash equivalents of $1,169,000 as of June 30, 2024, a decrease from $3,522,000 as of December 31, 2023[4]. Legal and Compliance Issues - The company is facing several legal claims, which may impact its financial stability[28]. - The Company is defending against a class action suit alleging material misstatements in offering materials, with shareholders seeking damages and/or recovery of shares[121]. - A provision of $300 thousand has been recorded in the financial statements based on legal counsel assessment regarding ongoing litigation risks[118]. - The preliminary hearing for the insolvency petition filed by Dominion Capital LLC is set for October 14, 2024, with ongoing negotiations for a mutual understanding[119]. - The Company was notified by Nasdaq that it is no longer in compliance with the Minimum Bid Price Requirement, as the bid price per share closed below $1.00 for 30 consecutive business days[142]. - The Company also failed to meet the Total Assets and Total Revenue Requirement, with total assets and total revenue below the $50,000 thousand threshold for two of the last three fiscal years[143]. Financing and Capital Raising - The company raised $7,208 thousand through the issuance of shares related to the RNER merger transaction[15]. - The Company raised approximately $3,300 thousand through the issuance of convertible notes with an aggregate principal amount of approximately $4,000 thousand on August 18, 2024[135]. - On August 18, 2024, the Company received an investment of $3,325 thousand from Claymore Investors, with convertible notes that can be converted at a price of $0.70 or a minimum of $0.50[143]. - Claymore Investors agreed to extend a loan of $500,000 to the Company at an interest rate of 10%, with penalties for late repayment increasing by 5% weekly[143]. - The Company has entered into amendments to the Shayna Loan Agreements, including converting a cash payment of $1,151 thousand into 1,278,666 ordinary shares at a conversion rate of $0.9 per share[59]. Operational Changes and Cost Management - Research and development expenses for the first half of 2024 were $625,000, significantly lower than $2,759,000 in the first half of 2023, indicating a focus on cost management[8]. - The operating loss for the Product and Technology segment was $9,905 thousand for the six months ended June 30, 2024, compared to an operating loss of $31,762 thousand for the same period in 2023[132]. - The salaries and benefits to the CEO and director employed by the Company amounted to $338 thousand for the six months ended June 30, 2024, compared to $132 thousand for the same period in 2023[126]. Shareholder and Investment Activities - The Company issued 1,150,217 ordinary shares at a weighted average exercise price of $1.83 as of December 31, 2023, following conversions of the 2023 Accredited Investor Notes[67]. - The Company issued 2023 Accredited Investor Warrants exercisable into 1,412,925 ordinary shares with a weighted average exercise price of $2.43[68]. - Accredited Investors converted a total of $1,000 thousand into 666,668 ordinary shares in January 2024[89]. - Lind converted an aggregated amount of $3,595 thousand into 3,773,177 ordinary shares during 2024[90]. Impairments and Discontinued Operations - An impairment loss of $2,331 thousand was recognized for account receivables and inventory related to the discontinued operation[101]. - The discontinued operation of Comsec Distribution reported revenues of $5,704 thousand in 2023, with a gross profit of $970 thousand[102].

As filed with the Securities and Exchange Commission on September 13, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HUB CYBER SECURITY LTD. (Exact name of registrant as specified in its charter) State of Israel 3576 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) HUB Cyber Security Ltd. 2 Kaplan Street Tel Aviv, Israel ...

Financial Performance - The company reported net losses of $86.6 million, $80.0 million, and $13.4 million for the years ended December 31, 2023, 2022, and 2021, respectively [59]. - The company anticipates continued net losses for the foreseeable future and may never achieve profitability [59]. - The company is currently negotiating with debt holders due to defaults on existing debt facilities and limited cash balances [60]. - The company has reported negative cash flow and is in need of immediate cash injections to continue operations [60]. - The company is currently in default under certain debt obligations totaling approximately $82 million, which could impair liquidity and financial condition [78]. - The company may need to raise additional funds to execute its business plan, but may not be able to secure financing on favorable terms [81]. - The company is seeking additional funding through equity and/or debt financing arrangements to support operations [60]. Internal Controls and Compliance - The company has identified material weaknesses in internal control over financial reporting as of December 31, 2023, which have not been remedied [62]. - The company identified material weaknesses in its internal control over financial reporting for the years ended December 31, 2023, 2022, and 2021 [225]. - Significant resources have been expended to improve internal controls, with ongoing costs anticipated for accounting-related activities and management oversight [226]. - The company is engaged in a process to document and evaluate internal controls, which is costly and challenging, requiring significant management attention [230]. - Any failure to maintain effective internal controls could adversely affect the company's financial condition and results of operations, leading to a decline in share price [232]. Legal and Regulatory Issues - The internal investigation revealed that approximately NIS 2 million (approximately $582,000) was misappropriated by the former CEO for personal use [49]. - The company incurred substantial costs related to the internal investigation, which diverted management resources and caused delays in filing Annual Reports [56]. - The company faces potential regulatory scrutiny and investigations from authorities in Israel and the United States due to the findings of the internal investigation [51]. - The company is pursuing recovery of misappropriated funds and has initiated legal actions against former executives regarding severance payments [54]. - The company is subject to various litigations that could result in substantial costs and negatively impact its business operations [217]. - The company may need to indemnify its directors and officers, which could lead to additional financial liabilities [216]. Market and Operational Challenges - The company faces significant competition for skilled personnel, impacting its ability to attract and retain key employees necessary for growth [130]. - The company is facing substantial delays in SEC filings due to the failure to file the Annual Report on time, which may adversely impact investor confidence [69]. - The loss of a significant contract with a governmental agency in Israel in December 2023 could materially impact revenue and results of operations [86]. - The company is negotiating settlements with vendors that have ceased supplying products, which could further affect operations [87]. - The company relies on a limited number of suppliers for components, which poses risks related to supply chain disruptions [126]. - The company is focusing on a limited number of commercial opportunities due to cash constraints, potentially missing out on more lucrative prospects [129]. Technology and Product Development - The company began operations in 1984 and merged with ALD in June 2021, now focusing on confidential computing and secured data fabric solutions [91]. - The company currently derives most of its revenues from its Professional Services division but aims to shift towards technology and product-oriented solutions in the future [91]. - The network security market is rapidly evolving, and the company faces significant challenges in adapting its solutions to meet changing market demands and sophisticated cyber threats [92]. - The company is in the process of developing a "single chip" solution, which is complex and may face delays in release [103]. - The market acceptance of the company's secured data fabric and confidential computing solutions is still evolving, making it difficult to predict customer adoption and demand [108]. - The company cannot guarantee that its backlog of customer orders will convert into actual revenue, as this depends on successful delivery and customer contract terms [109][110]. Financial and Economic Risks - Fluctuations in currency exchange rates have significantly impacted the company's financial results, with the exchange rate of NIS to USD changing from 3.11 on December 31, 2021, to 3.6270 on December 31, 2023 [140]. - A significant portion of the company's revenue comes from the financial services industry, which may reduce IT spending in negative economic conditions [136]. - The company may experience fluctuations in quarterly operating results due to various external factors, which could affect stock price [120]. - The intense competition in the cybersecurity market may lead to reduced demand for the company's solutions and impact its ability to maintain profitability [102]. Environmental and Regulatory Compliance - The company faces increasing scrutiny from investors regarding its environmental, social, and governance (ESG) practices, which may lead to additional costs and risks [206]. - New sustainability regulations, such as expanded climate-related disclosures mandated by the SEC, could impose significant compliance costs on the company [208]. - The evolving global data protection landscape may create uncertainties and increase compliance costs, potentially impacting the company's financial condition [209]. - The California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA) impose additional data protection obligations, increasing compliance costs and potential liabilities for the company [210]. - The General Data Protection Regulation (GDPR) in Europe imposes fines of up to €20 million or 4% of annual global revenues for noncompliance, which could adversely affect the company's financial results [211]. Shareholder and Market Dynamics - The per share price of the company's ordinary shares has declined below the minimum bid price threshold required for continued listing on Nasdaq, risking delisting [72]. - The market price of the company's ordinary shares has already declined significantly since trading began on Nasdaq, with potential for further volatility [236]. - The company's securities may experience significant price fluctuations due to market conditions, and an active trading market may not develop or be sustained [224]. - The existence of outstanding debt may encourage short selling, potentially depressing the price of the company's ordinary shares [80].

As filed with the Securities and Exchange Commission on September 7, 2023. Registration No. 333- HUB Cyber Security Ltd. 17 Rothschild Blvd. Tel Aviv, Israel 6688120 +972 (3) 924-4074 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HUB CYBER SECURITY LTD. (Exact name of registrant as specified in its charter) State of Israel 3576 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial ...

Financial Performance - For the fiscal year 2022, HUB Security reported revenues of $79.7 million, a significant increase from $32.5 million in 2021, representing a growth of 145%[21] - The company recorded a gross profit of $6.4 million for 2022, compared to $5.1 million in 2021, reflecting a gross profit margin increase of approximately 26%[21] - Operating loss for the year was $(79.5) million, a substantial increase from $(12.8) million in 2021, indicating operational challenges[21] - HUB Security's adjusted EBITDA loss for 2022 was $(21.1) million, compared to a loss of $(13.2) million in the previous year[10] - Net loss for the year 2022 was $80,000 million, compared to a net loss of $13,623 million in 2021, representing a significant increase in losses[25] - Adjusted EBITDA for 2022 was $(21,128) million, worsening from $(4,580) million in 2021[28] Cash and Assets - HUB Security's cash and cash equivalents as of December 31, 2022, totaled $5.6 million[10] - Cash and cash equivalents dropped from $13,974 million at the end of 2021 to $3,994 million at the end of 2022, a decrease of about 71%[25] - Total assets decreased from $120,732 million in 2021 to $74,793 million in 2022, a decline of approximately 38%[23] - Total shareholders' equity plummeted from $65,778 million in 2021 to $8,810 million in 2022, a decline of about 87%[23] - Cash flows from operating activities resulted in a net cash outflow of $23,432 million in 2022, compared to $5,280 million in 2021[25] Liabilities and Impairments - Total current liabilities increased from $37,958 million in 2021 to $57,836 million in 2022, an increase of approximately 52%[23] - Impairment of goodwill and intangible assets amounted to $23,356 million in 2022, with no such impairment recorded in 2021[25] - The company recorded a non-cash impairment charge of $23.4 million for goodwill and intangible assets due to macroeconomic factors[9] Strategic Initiatives - HUB Security has partnered with Getronics to form a global strategic partnership, which includes a contract worth 1.3 million Euros[6] - The company has launched the "HUB Secure File Vault," a cyber risk management solution aimed at enhancing the security of cyber insurance policies[7] - As of December 31, 2022, the company had a backlog of approximately $39 million in customer contracts and an estimated $103 million in pipeline[6] - The company plans to report its first half results for the period ended June 30, 2023, and is focused on its strategy to disrupt the market with its confidential computing platform[2] Shareholder Activity - The company issued shares net of expenses totaling $18,836 million in 2022, down from $34,571 million in 2021[25] - The company reported an increase in other accounts payable by $15,216 million in 2022, compared to an increase of $2,884 million in 2021[25]

Revenue Growth - HUB Security's annual revenue increased by 145% from $32,520 thousand in 2021 to $79,743 thousand in 2022[500] - Revenue for the year ended December 31, 2022, was $79,743 thousand, representing a 145.2% increase from $32,520 thousand in 2021[533] - Following the acquisition of Comsec, HUB Security's revenue contribution was $32,347 thousand in 2021 and $79,521 thousand in 2022[512] - The Professional Services Segment revenue increased by 147.0% to $78,004 thousand in 2022, driven by the HUB-ALD Merger and Comsec Acquisition[551] Customer Retention - The company achieved a gross retention rate of 92% in 2021 and 84% in 2022 for customers generating over $79,743 thousand in revenue[502] Expenses - HUB Security's research and development expenses were approximately 7% of revenue for the year ended December 31, 2022[515] - Selling and marketing expenses accounted for approximately 29% of revenue for the year ended December 31, 2022[520] - Cost of revenue increased to $73,297 thousand in 2022, up 167.3% from $27,424 thousand in 2021[539] - Gross profit for 2022 was $6,446 thousand, a 26.5% increase compared to $5,096 thousand in 2021[533] - Research and development expenses, net of government grants, decreased to $5,574 thousand in 2022, down 3.83% from $5,796 thousand in 2021[543] - Selling and marketing expenses surged to $22,800 thousand in 2022, an increase of 721.92% from $2,774 thousand in 2021[544] - General and administrative expenses rose significantly to $57,579 thousand in 2022, a 514.7% increase from $9,367 thousand in 2021[545] Losses and Financial Performance - Operating loss for 2022 was $79,507 thousand, compared to a loss of $12,841 thousand in 2021, reflecting a 519.17% increase[533] - Net loss for the year ended December 31, 2022, was $80,000 thousand, a 487.24% increase from $13,623 thousand in 2021[533] - Adjusted EBITDA for 2022 was $(21,128) thousand, a decrease of 361.3% from $(4,580) thousand in 2021[557] - The net loss for the year ended December 31, 2022, was $80,000 thousand, a significant increase of 487.2% compared to a net loss of $13,623 thousand in 2021[558] - Adjusted EBITDA for 2022 was $(21,128) thousand, reflecting a 361.3% increase in losses from $(4,580) thousand in 2021[558] Cash Flow and Financing - Net cash used in operating activities was $23,432 thousand for 2022, compared to $5,280 thousand in 2021, marking a 343.8% increase in cash outflow[572] - Cash and cash equivalents as of December 31, 2022, were $4 million, with expectations of increased capital expenditures and working capital requirements in the near future[562] - The company plans to finance operating costs over the next twelve months through a combination of future equity and/or debt issuances, reducing operating spend, and potentially divesting assets[563] - Total material cash requirements for the years 2023 to 2027 amount to $21,188 thousand, with $15,306 thousand due in 2023[569] - Net cash provided by financing activities decreased to $20,660 thousand in 2022 from $32,703 thousand in 2021, a decline of 36.8%[577] Transaction Costs and Defaults - The company incurred significant transaction costs of $15,829 thousand in 2022, a dramatic increase of 2,997.7% from $511 thousand in 2021[558] - The company faces substantial doubt about its ability to continue as a going concern due to liquidity and capital resource uncertainties[565] - The company is currently in default under the Lind Note and Lind SPA due to the failure to timely file the Annual Report and Registration Statement[606] - The company is also in default under the Purchase Agreement for failing to file the Dominion Registration Statement within 45 days of the Effective Date[615] - The company is currently in default under the Secured Promissory Note due to failure to provide security, with Dominion demanding full payment of the ELOC Upfront Commitment[617] - The company is currently in default under the A-Labs Loan, having failed to make required quarterly interest payments[622] - The company is in default under the Convertible Notes Agreements and is in discussions to find solutions to cure the defaults[619] Impairment and Goodwill - The company recorded an impairment loss of $8,738 thousand for assets acquired from Legacy Technologies due to lack of expected progress[511] - The company has recognized an impairment of goodwill amounting to $9,202,000 in Comsec and $5,048,000 in ALD as of December 31, 2022[645] Market and Strategic Focus - The confidential computing market is expected to grow at a CAGR of 40-45% to 90-95% through 2026, potentially reaching approximately USD 52 billion[506] - HUB Security plans to invest in growth across Europe, Asia, and North America, focusing on expanding its customer base and technology development[518] - HUB Security's solutions are marketed to government entities, militaries, and large enterprises to enhance market acceptance[504] - HUB Security's business segments include Product and Technology and Professional Services, focusing on integrated cybersecurity solutions[496] Currency and Market Risks - The company is exposed to market risks primarily due to foreign currency exchange rates and interest rates, impacting its financial position[623] - The U.S. dollar strengthened against the Israeli Shekel (ILS) by approximately 13.2% during 2022, impacting operational costs negatively[917] - The company's financial results are reported in U.S. dollars, and fluctuations in foreign currency exchange rates may affect operational results[916] - The most significant foreign currency exposure is related to operations in Israel[917] Employee Incentives - The company operates a share option scheme and RSU scheme for employee incentives, with share-based compensation expenses measured based on grant-date fair value[635] Regulatory Considerations - The company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act as an "emerging growth company"[629]