{"url_path":"/sec/hubc/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 Major Shareholders and Related Party Transactions**","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":2513,"has_tables":true,"body_markdown":"** **\n\n**Item 7.\nMajor Shareholders and Related Party Transactions**\n\n** **\n\n**A. Major\nShareholders**\n\n \n\nThe\nfollowing table sets forth information regarding the beneficial ownership of our ordinary shares as of June 30, 2026 by:\n\n \n\n \n●\neach\nperson known by us who is the beneficial owner of 5% or more of our outstanding ordinary shares;\n\n \n\n \n●\neach\nof our executive officers and directors individually; and\n\n \n\n \n●\nall\nof our executive officers and directors as a group.\n\n \n\n126\n\n \n\nBeneficial\nownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person\nis a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to\nvote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct\nthe disposition of the security or has the right to acquire such powers within 60 days of June 30, 2026. Unless otherwise indicated,\nwe believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares (of the applicable\ntype) beneficially owned by them.\n\n \n\nExcept\nas otherwise noted herein, the number and percentage of our ordinary shares beneficially owned is determined in accordance with\nRule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose.\nUnder such rule, beneficial ownership includes any of our ordinary shares as to which the holder has sole or shared voting power or investment\npower and also any of our ordinary shares which the holder has the right to acquire within 60 days of the date hereof through the\nexercise of any option, warrant or any other right. The column entitled “Percentage of Voting Power” reflects the overall\nvoting power of a given shareholder based on the composition of his, her or its share ownership.\n\n \n\nA\ndescription of any material relationship that our principal shareholders have had with us or any of our affiliates within the past three years\nis included under “Certain Relationships and Related Party Transactions.”\n\n \n\nFor\na description of the voting rights attached to our ordinary shares, please see “*Voting Rights*.” Unless otherwise noted\nbelow, each shareholder’s address is 30 Hacharoshet Street, Or Yehuda, Israel.\n\n \n\nAll\namounts in the table have been adjusted for the 1-for-15 reverse split effected on January 15, 2026, the 1-for-50 reverse split effected\non April 20, 2026 and the 1-for-20 reverse split effected on June 5, 2026.\n\n \n\nName and Address of Beneficial Owner \nAmount and Nature of Beneficial Ownership  \n% of Outstanding Shares \n\n5% or Greater Shareholders \n   \n  \n\nNone \n   \n  \n\nDirectors and Executive Officers of HUB: \n   \n  \n\nLimor Zur-Stoller \n –  \n       – \n\nTuvia Grossman (1) \n 2  \n * \n\nShlomo Bibas (2) \n 44  \n * \n\nRenah Persofsky (3) \n 71  \n * \n\nIlan Flato (4) \n 39  \n * \n\nUzi Moskovich (5) \n 15  \n * \n\nVineet Malhotra (6) \n 22  \n * \n\nAll executive officers and directors as a group (7 individuals) \n 193  \n * \n\n \n\n*\nLess\nthan 1% of our outstanding ordinary shares.\n\n \n\n127\n\n \n\n(1)Consists\nof 2 ordinary shares. Does not include 1 restricted share unit which has been granted but has not vested and will not vest within 60\ndays of June 30, 2026.\n\n  \n\n(2)Consists\nof 30 ordinary shares and 14 restricted share units. Does not include 24 restricted share units which have been granted but have not\nvested and will not vest within 60 days of June 30, 2026.\n\n  \n\n(3)Consists\nof 45 ordinary shares and 26 restricted share units. Does not include 41 restricted share units which have been granted but have not\nvested and will not vest within 60 days of June 30, 2026.\n\n  \n\n(4)Consists\nof 25 ordinary shares and 14 restricted share units. Does not include 23 restricted share units which have been granted but have not\nvested and will not vest within 60 days of June 30, 2026.\n\n  \n\n(5)Consists\nof 10 ordinary shares and 5 restricted share units. Does not include 8 restricted share units which have been granted but have not vested\nand will not vest within 60 days of June 30, 2026.\n\n  \n\n(6)Consists\nof 13 ordinary shares and 9 restricted share units. Does not include 13 restricted share units which have been granted but have not vested\nand will not vest within 60 days of June 30, 2026.\n\n** **\n\n**Significant\nChanges in Ownership**\n\n \n\nTo\nour knowledge, other than as disclosed in the table above, our other filings with the SEC and this Annual Report, there has been no significant\nchange in the percentage ownership held by any major shareholder during the past three years.\n\n \n\n**Voting\nRights**\n\n \n\nOther\nthan the voting undertakings under the Shareholder and Sponsor Support Agreement, described below under “Related Party Transactions—Rights\nof Appointment,” which have been fully performed already and have therefore expired, no major shareholders listed above had or\nhave voting rights with respect to their ordinary shares that are different from the voting rights of other holders of our ordinary shares.** **\n\n \n\n**Change\nin Control Arrangements**\n\n \n\nWe\nare not aware of any arrangement that may at a subsequent date, result in a change of control of the Company.\n\n** **\n\n**Registered\nHolders**\n\n \n\nBased\non a review of the information provided to us by our transfer agent, as of June 30, 2026, there were 12 registered holders of our ordinary\nshares (one of which, Cede & Co., is a United States registered holder, holding approximately 4,309,755 shares, which represents\n71.55% of our outstanding ordinary shares). The number of record holders in the United States is not representative of the number of\nbeneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held\nby brokers or other nominees.\n\n** **\n\n**B. Related\nParty Transactions**\n\n \n\nThe\nfollowing is a description of related-party transactions we have entered into since January 1, 2025 with any of the members of the\nboard of directors, executive officers or holders of more than 5% of any class of our voting securities at the time of such transaction.\n\n** **\n\n128\n\n** **\n\n**Agreements\nwith officers**\n\n* *\n\n*Employment\nAgreements*. We have entered into employment or consulting agreements with each of our executive officers, and the terms of each individual’s\nemployment or service, as applicable, have been approved by our board of directors. These agreements provide for notice periods of varying\nduration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue\nto receive base salary and benefits. These agreements also contain customary provisions regarding noncompetition, confidentiality of\ninformation and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable\nlaw. Transactions with related parties also include employment agreements with relatives of certain directors or officers, each duly\napproved by the Board of Directors or its Audit Committee.\n\n* *\n\n*Options\nand restricted share units*. Since our founding, we have granted options to purchase ordinary shares to our executive officers and\ndirectors. Additionally, since August 2021, we have granted restricted share units and restricted shares to our executive officers and\ndirectors.\n\n* *\n\n*Exculpation,\nindemnification, and insurance*. The Articles permit us to exculpate, indemnify and insure certain of our officeholders (as such term\nis defined under the Companies Law) to the fullest extent permitted by the Companies Law. We have entered into agreements with certain\nofficeholders, exculpating them from a breach of their duty of care to us to the fullest extent permitted by law and undertaking to indemnify\nthem to the fullest extent permitted by law, subject to certain exceptions, including with respect to liabilities resulting from the\nclosing of the Business Combination to the extent that these liabilities are not covered by insurance.\n\n \n\n*Agreements\nwith Blackswan and A-Labs.* We have entered into agreements with certain third parties with whom Noah Hershcoviz, our former\nChief Executive Officer and director, is an affiliate. Specifically, we entered into the BST merger agreement with BST, a company in\nwhich Mr. Hershcoviz served as a director and in which a company wholly-owned by Mr. Hershcoviz held shares, with an effective date of\nJanuary 15, 2025. In addition, Mr. Hershcoviz serves as Managing General Partner of The 12.64 Fund, which was a significant shareholder\nof BST. See Item 5.B. “Liquidity and Capital Resources—Financings” and Item 4.A. “History and Development of\nthe Company—Recent Developments.”\n\n \n\nAdditionally, on January 16, 2023, we entered into a loan agreement\nwith A-Labs Finance and Advisory Ltd. (“A-Labs”), a company in which Mr. Hershcoviz served as Managing Partner, Head of Investment\nBanking, as further described in Item 5.B. “Liquidity and Capital Resources—Financings.” In addition, we paid A-Labs\nthe sum of $4.2 million between July 2021 and March 2023 as consulting fees under a financial advisory services agreement entered into\nJuly 2021 (the “A-Labs Agreement”) and we issued to A-Labs warrants to purchase 27 of our ordinary shares. Additionally, in\nMarch 2023, a total of $2.2 million that was owed to A-Labs pursuant to the A-Labs Agreement was converted into our ordinary shares at\na conversion price of $1,500,000 per ordinary share. This conversion of amounts we owed to A-Labs under the A-Labs Agreement, was effected\nto partially satisfy the commitment that A-Labs made to us to purchase $20 million of our ordinary shares in the private placement in\nconnection with the closing of our business combination with Mount Rainier Acquisition Corp., a Delaware special purpose acquisition company,\nin 2023 (the “PIPE Financing”). In December 2022, we amended the A-Labs Agreement to provide that for each financing\ntransaction closed, in addition to paying a commission to A-Labs in cash, we would be required to issue warrants to purchase ordinary\nshares in an amount equal to the cash consideration that would otherwise be payable under the financial advisory services agreement divided\nby NIS 4.81, which warrants shall be exercisable for 4 years and at an exercise price of NIS 72,150 (regardless of the price per share\npaid by investors in the relevant financing transaction). Additionally, we committed to provide compensation under the A-Labs Agreement\nfor all investors with whom we would enter into a financing transaction prior to our shares being listed for trading on the Nasdaq regardless\nof whether such investors were introduced to the Company by A-Labs. In each of September 2022 and January 2023, we paid to A-Labs an additional\ncommission of $50,000 in exchange for extra services provided by A-Labs over the course of certain fund raising efforts and loan issuances.\nAdditionally, as part of the Shayna Loans, we paid to A-Labs commissions totaling $140,000 for services provided as part of the fund raising\nefforts. The term of the A-Labs Agreement was for 12 months following the execution in July 2021, provided that the A-Labs Agreement will\nautomatically renew for additional 12 month terms unless either party provides written notice to the other party of its intention not\nto renew at least 30 days prior to the end of such initial 12 month term or any renewed terms. Additionally, the A-Labs Agreement may\nbe terminated by either party upon a minimum of 30 days prior written notice. In August 2023, we received from A-Labs a waiver of the\nretainer fees for the services. Nevertheless, as of the date of this Annual Report, there remain unpaid fees of $3,298,000 under the A-Labs\nAgreement.\n\n \n\n129\n\n \n\nOn\nNovember 6, 2025, we entered into a settlement agreement with each of A-Labs, MOFO Holdings LLC and Viserion Ltd. (the “PIPE Investors”),\nwhich had entered into subscription agreements with us to invest an aggregate of $50 million in the PIPE Financing. After all the other\nclosing conditions for the business combination were met, we decided to proceed with the closing despite not having received the funds\npayable under the Subscription Agreements from the PIPE Investors. The signing of the settlement agreements followed a mediation process,\nwhich was approved by our Audit Committee and Board of Directors, and by our shareholders on December 16, 2025. According to the settlement\nagreement, taking into account the parties’ respective claims and the various agreements between them, no funds or other form of\nconsideration shall be paid or transferred from the PIPE Investors to us, and we shall not pay any funds or any other form of consideration\nto any of the PIPE Investors, all in exchange for full and absolute waivers by the parties toward each other (including shareholders,\nofficers, directors parent and subsidiaries thereof, and anyone acting on behalf of any of them).\n\n \n\nAdditionally,\naccording to the settlement, we will repay to A-Labs the amount outstanding in connection with a secured loan extended by A-Labs to us\non January 17, 2023 in the amount of $900,000, which with original issuance discount and accrued interest amounts to $1,800,000. The\nrepayment will be in the form of our ordinary shares based on the lowest closing price of the ordinary shares on Nasdaq during the five\ntrading days preceding the date of the shareholders’ approval, which was on December 16, 2025. The shares will be subject to the\nfollowing lock-up periods: 40% of the shares will be restricted for a period of 40 days, 30% will be restricted for a period of 70 days,\n25% will be restricted for a period of 100 days and 5% will be restricted for a period of 130 days. The 5% tranche will be subject to\na one-time upward or downward adjustment to the extent that the sum of (i) the proceeds from the sale of shares by A-Labs and (ii) the\ncurrent market value of the shares held by A-Labs are less than or greater than $1,800,000, respectively. A-Labs must make reasonable\ncommercial efforts to maximize the consideration it receives for the sale of shares. The sale of shares by A-Labs on Nasdaq on any trading\nday may not exceed 5% of the current day’s trading volume of the ordinary shares thereon.\n\n \n\nAs\nof March 31, 2026, Mr. Hershcoviz no longer serves as our Chief Executive Officer and no longer serves as a member of our board of directors.\n\n \n\nIn\nApril 2026, we received a letter addressed to our directors from counsel to A-Labs, demanding that we pay the $1,800,000 plus interest.\nIn May 2026, the Company’s counsel responded by rejecting all allegations raised by A-Labs in their letter.\n\n \n\nIn\naddition, on April 16, 2026, an application was filed against the Company to hold it liable for a judgment awarded against A-Labs in\nfavor of Teshua Ltd., based on the alleged amount of $1,800,000. The Company explained that it was unable to realize the shares due to\nan attachment imposed on A-Labs and/or its representatives, and that, in any event, at present the matter does not concern the amount\nalleged by A-Labs, but rather shares whose value is substantially lower. A hearing on this matter is scheduled for July 21, 2026.\n\n \n\n*Private\nPlacement with Chairman*. In January 2023, we entered into an agreement with our former Chairman of our Board of Directors, Kasbian\nNuriel Chirich, prior to when he became the Chairman of our Board of Directors in February 2023, for the purchase and sale of 5,000 ordinary\nshares in consideration for $100,000. As of the date of this Annual Report, we have not issued such 5,000 ordinary shares.\n\n \n\n130\n\n \n\n**C.\nInterests of Experts and Counsel**\n\n \n\nNot\napplicable."}