{"url_path":"/sec/hubc/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Controls and Procedures**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-17","source_url":"https://www.sec.gov/Archives/edgar/data/1905660/0001213900-26-079236-index.html","accession_number":"0001213900-26-079236","cik":"0001905660","ticker":"HUBC","issuer_name":"Hub Cyber Security Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1905660/0001213900-26-079236-index.html","primary_entity_key":"0001905660","primary_entity_name":"Hub Cyber Security Ltd."},"word_count":1295,"has_tables":true,"body_markdown":"** **\n\n**Item 15.\nControls and Procedures**\n\n** ** \n\n**(a)\nDisclosure Controls and Procedures**\n\n** **\n\n**Evaluation\nof disclosure controls and procedures**\n\n** **\n\nWe\nmaintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are\ndesigned to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed,\nsummarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated\nand communicated to our management, including our Principal Executive Officer and Chief Financial Officer, as appropriate, to allow timely\ndecisions regarding required disclosures. Any controls and procedures, no matter how well-designed and operated, can provide only reasonable\nassurance of achieving the desired control objectives. Our management, with the participation of our Principal Executive Officer and\nChief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of\nDecember 31, 2025. Based upon that evaluation, our Principal Executive Officer and Chief Financial Officer concluded that, as of December\n31, 2025, our disclosure controls and procedures were not effective due to the material weaknesses identified by management, as described\nbelow. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that\nwe file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified\nin SEC rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive\nOfficer, to allow timely decisions regarding required disclosures.\n\n** **\n\n**(b)\nManagement’s Annual Report on Internal Control over Financial Reporting**\n\n \n\nOur\nmanagement is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined\nin Rule 13a-15(f) under the Exchange Act. Our management conducted an assessment of the effectiveness of our internal control over financial\nreporting as of December 31, 2025, based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the\nCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that assessment, our management concluded\nthat our internal control over financial reporting was not effective as of December 31, 2025, due to material weaknesses in internal\ncontrol over financial reporting.\n\n \n\nAs\ndefined in Regulation 12b-2 under the Exchange Act, a “material weakness” is a deficiency, or combination of deficiencies,\nin internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual\nor interim consolidated financial statements will not be prevented, or detected on a timely basis.\n\n \n\n149\n\n \n\n**Material\nweaknesses in internal control over financial reporting**\n\n \n\nIn\nconnection with the Internal Investigation described in this Annual Report and the audit of our consolidated financial statements included\nin this Annual Report, our management identified material weaknesses in our internal control over financial reporting as of December\n31, 2022 and 2021 relating to deficiencies in the design and operation of the procedures relating to the closing of our financial statements.\nWe continued to identify material weaknesses in our internal control over financial reporting as of December 31, 2023 and 2024, which\nhad not been remedied as of December 31, 2025.\n\n \n\nThese\nincluded: (i) lack of sufficient number of personnel with an appropriate level of knowledge and experience in accounting for complex\nor non-routine transactions; (ii) the fact that our policies and procedures with respect to the review, supervision and monitoring of\nour accounting and reporting functions were either not designed, not properly put in place or not operating effectively; (iii) deficiencies\nin the design and operations of the procedures relating to the timely closing of financial books at the quarter and fiscal year end;\n(iv) insufficient oversight of certain signatory rights relating to our financial accounts; (v) ineffective design and implementation\nof Information Technology General Controls including improperly designed controls pertaining to change management and user access rights\nover systems that are critical to the Company’s system of financial reporting; and (vi) incomplete segregation of duties in certain\ntypes of transactions and processes (excluding monetary transactions, where there is a clear distinction between the preparer and the\nsigner vis-a-vis financial institutions).\n\n \n\nDuring\nthe fourth quarter of 2024 and throughout 2025, we undertook certain corrective action in order to address and remediate these material\nweaknesses including (i) the recruitment of additional financial personnel in our finance department with an appropriate level of knowledge\nand experience; (ii) the establishment of risk and control matrices and implemented controls over material business processes; (iii)\nthe design of operation of procedures related to timely closing of financial books, including the assignment of clear responsibilities,\ndeadlines and appropriate segregation of duties; (iv) the formalization of signatory rights; and (v) establishment of controls over the\nchange management process and permissions to the financial system. However, since the implementation of these controls only commenced\nin the fourth quarter of 2024 and throughout 2025, these controls were not in place for a sufficient period of time to allow management\nto conclude they were operating effectively throughout a significant portion of the fiscal year ended December 31, 2025. Accordingly,\nmanagement concluded that internal control over financial reporting was not effective as of December 31, 2025, due to these material\nweaknesses. We intend to continue to take steps to remediate the material weaknesses described above and further continue re-assessing\nthe design of controls, the testing of controls and modifying processes designed to improve our internal control over financial reporting.\nWe plan to continue to assess our internal controls and procedures and intend to take further action as necessary or appropriate to address\nany other matters we identify or are brought to our attention. We will not be able to fully remediate these material weaknesses until\nthese steps have been completed and have been operating effectively for a sufficient period of time. The implementation of our remediation\nwill be ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained\nperiod of financial reporting cycles. We may also conclude that additional measures may be required to remediate the material weaknesses\nin our internal control over financial reporting.\n\n \n\nWe\ncannot assure you that the measures we have been taking or that we take in the future will be sufficient to remediate the material weaknesses\nwe identified or avoid the identification of additional material weaknesses in the future. If the steps we take do not remediate the\nmaterial weaknesses in a timely manner, there could continue to be a reasonable possibility that this control deficiency or others could\nresult in another material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely\nbasis.\n\n \n\n150\n\n \n\nFor\nmore information, see “Item 3.D. Risk Factors – Risks Related to Our Business and Industry – We have identified material\nweaknesses in our internal control over financial reporting. If our remediation of the material weaknesses is not effective, or we fail\nto develop and maintain effective internal controls over financial reporting, our ability to produce timely and accurate financial statements\nor comply with applicable laws and regulations could be impaired.”\n\n** **\n\n**(c)\nAttestation Report of the Registered Public Accounting Firm**\n\n \n\nThis\nAnnual Report does not include an attestation report of our independent registered public accounting firm regarding internal control\nover financial reporting due to an exemption for emerging growth companies provided in the JOBS Act.\n\n** **\n\n**(d)\nChanges in internal control over financial reporting**\n\n \n\nExcept\nas otherwise described herein, there were no changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and\n15d-15(f) under the Exchange Act) that occurred during the period covered by this Annual Report that have materially affected, or\nare reasonably likely to materially affect, our internal control over financial reporting."}