{"url_path":"/sec/hubc/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G Corporate Governance**","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":911,"has_tables":true,"body_markdown":"** **\n\n**Item 16G.\nCorporate Governance**\n\n \n\nAs\nan Israeli company, we are subject to various corporate governance requirements under the Companies Law, relating to matters such as\nexternal directors, the audit committee, the compensation committee and an internal auditor.\n\n \n\nWe\nare a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act. As a foreign private issuer\nwe will be permitted to comply with Israeli corporate governance practices instead of the certain listing rules of Nasdaq, provided\nthat we disclose which requirements we are not following and the equivalent Israeli requirements.\n\n \n\nWe\nrely on this “foreign private issuer exemption” with respect to the following:\n\n \n\n \n●\n*Distribution\nof certain reports to shareholders*. As opposed to the Nasdaq Listing Rules, which require listed issuers to make certain reports,\nsuch as annual reports, interim reports and quarterly reports, available to shareholders in one of a number of specific manners,\nIsraeli law does not require us to distribute periodic reports directly to shareholders, and the generally accepted business practice\nin Israel is to distribute such reports to shareholders, but to make such reports available through a public website. In addition\nto making such reports available on a public website, we plan to make our audited financial statements available to our shareholders\nat our offices and will only mail such reports to shareholders upon request. As a foreign private issuer, we are generally exempt\nfrom the SEC’s proxy solicitation rules. See “Item 10. Additional Information—Documents on Display” for a\ndescription of our Exchange Act reporting obligations.\n\n \n\n \n●\n*Quorum\nrequirement for shareholder meetings*. Under Nasdaq corporate governance rules, a quorum would require the presence, in person\nor by proxy, of holders of at least 33.3% of the total issued outstanding voting power of our shares at each general meeting of shareholders.\nPursuant to the Articles and as permitted under the Companies Law, the quorum required for a general meeting of shareholders will\nconsist of at least two shareholders present in person or by proxy who hold or represent at least 33.3% of the total outstanding\nvoting power of our shares, except if (i) any such general meeting of shareholders was initiated by and convened pursuant to a resolution\nadopted by the board of directors and (ii) at the time of such general meeting, we qualify as a “foreign private issuer,”\nin which case the requisite quorum will consist of two or more shareholders present in person or by proxy who hold or represent at\nleast 25% of the total outstanding voting power of our shares (and if the meeting is adjourned for a lack of quorum, the quorum for\nsuch adjourned meeting will be, subject to certain exceptions, any number of shareholders).\n\n \n\n \n●\n*Shareholder\napproval*. We will seek shareholder approval for all corporate actions requiring such approval under requirements of the Companies\nLaw, rather than seeking approval for corporate actions in accordance with Nasdaq Capital Market Listing Rule 5635. In particular,\nunder this Nasdaq Capital Market rule, shareholder approval is generally required for: (i) an acquisition of shares or assets of\nanother company that involves the issuance of 20% or more of the acquirer’s shares or voting rights or if a director, officer\nor 5% shareholder has greater than a 5% interest in the target company or the consideration to be received; (ii) the issuance of\nshares leading to a change of control; (iii) adoption or amendment of equity compensation arrangements; and (iv) issuances of 20%\nor more of the shares or voting rights (including securities convertible into, or exercisable for, equity) of a listed company via\na private placement (or via sales by directors, officers or 5% shareholders) if such equity is issued (or sold) at below the greater\nof the book or market value of shares. By contrast, under the Companies Law, shareholder approval is required for, among other things:\n(i) transactions with directors or the chief executive officer concerning the terms of their service or indemnification, exemption\nand insurance for their service (or for any other position that they may hold at a company), for which approvals of the compensation\ncommittee, board of directors and shareholders are all required (provided that, under regulations promulgated under the Companies\nLaw, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee\nin certain circumstances), (ii) material private placements of shares, which require shareholder approval under the conditions described\nunder “Item 6. Directors, Senior Management and Employees—C. Board Practices—Approval of Private Placements under\nIsraeli Law,” (iii) Extraordinary Transactions with controlling shareholders of publicly held companies, which require the\nspecial approval described under “Item 6. Directors, Senior Management and Employees—C. Board Practices—Approval\nof Related Party Transactions under Israeli Law,” and (iv) terms of office and employment or other engagement of the controlling\nshareholder of the Company or such controlling shareholder’s relative, which require the special approval described under “Item\n6. Directors, Senior Management and Employees—B. Compensation” and “Item 6. Directors, Senior Management and Employees—C.\nBoard Practices—Approval of Related Party Transactions under Israeli Law.” In addition, under the Companies Law, a merger\nrequires approval of the shareholders of each of the merging companies. See also “Compensation of officers” above.\n\n \n\n153\n\n \n\nWe\notherwise intend to comply with the rules generally applicable to U.S. domestic companies listed on the Nasdaq. We may, however,\nin the future decide to rely upon the “foreign private issuer exemption” for purposes of opting out of some or all of the\nother Nasdaq listing rules."}