HUB Security Receives Notice from Nasdaq Related to Delayed Filing of 2022 Annual Report
22 Maio 2023 - 8:00AM
HUB Cyber Security Ltd (NASDAQ: HUBC), a developer of Confidential
Computing cybersecurity solutions and services ("HUB Security" or
the "Company"), today announced, as expected, that it has received
a notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq")
indicating that, as a result of not having timely filed its Annual
Report on Form 20-F for the fiscal year ended December 31, 2022
(the “Annual Report”) with the Securities and Exchange Commission
("SEC"), the Company is not in compliance with Nasdaq Listing Rule
5250(c)(1), which requires timely filing of all required periodic
financial reports with the SEC . The Notice has no immediate effect
on the listing or trading of the Company’s securities, which will
continue to trade on Nasdaq, subject to the Company’s compliance
with the other continued listing requirements of Nasdaq.
As previously disclosed, a special committee of independent
directors of the Company's Board of Directors (“Special Committee”)
is working to complete its investigation into unexplained expenses
incurred by a former senior officer of the Company and, as such,
the Company requires additional time to file the Annual Report.
The Special Committee is resolved to completing a meticulous and
comprehensive process, with the highest level of transparency.
Based on preliminary findings from the Special Committee, the
Company believes that the investigation will not have a material
impact on its financial statements. The Company’s management and
the Audit Committee are also reviewing the effectiveness of the
Company’s controls over its disclosure and internal accounting and
financial reporting for the year ended December 31, 2022.
Under the Nasdaq Listing Rules, the Company has 60 calendar days
until July 18, 2023 to submit a plan to regain compliance and if
Nasdaq accepts the Company’s plan, then Nasdaq may grant an
exception of up to 180 calendar days from the prescribed due date
of the Annual Report, or until November 13, 2023, to regain
compliance. However, there can be no assurance that Nasdaq will
accept the Company’s plan to regain compliance or that the Company
will be able to regain compliance within any extension period
granted by Nasdaq. If the Company fails to timely regain compliance
with the Nasdaq Listing Rules, the securities of the Company will
be subject to delisting from Nasdaq.
About HUB Cyber Security Ltd.
HUB Cyber Security Ltd was established in 2017 by veterans of
the 8200 and 81 elite intelligence units of the Israeli Defense
Forces and began trading as a public company on Nasdaq on March 1,
2023 under the ticker "HUBC." HUB Security specializes in unique
cybersecurity solutions protecting sensitive commercial and
government information and is a recognized leader in the rapidly
evolving field of zero-trust confidential computing, an area of
cybersecurity that provides protection to data even when computers
are infected, and administrators are compromised. HUB Security's
computing solutions aim at preventing hostile intrusions at the
hardware level while introducing a novel set of data theft
prevention solutions. The Company operates in over 30 countries and
provides innovative cybersecurity computing appliances as well as a
wide range of cybersecurity services worldwide.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). These statements include, without
limitation, statements regarding the financial position, business
strategy, plans and objectives of management for future operations,
and any statements that refer to characterizations of future events
or circumstances, including any underlying circumstances. These
statements constitute projections, forecasts and forward-looking
statements, and are not guarantees of performance. Such statements
can be identified by the fact that they do not relate strictly to
historical or current facts. When used in this report, the words
“could,” “should”, “will,” “may,” “anticipate,” “believe,”
“expect,” “estimate,” “intend,” “plan,” “project,” the negative of
such terms, and other similar expressions are intended to identify
forward looking statements, although not all forward-looking
statements contain such identifying words. Such forward-looking
statements are based on management’s current expectations and
assumptions about future events and are based on currently
available information as to the outcome and timing of future
events. There can be no assurance that future developments will be
those that have been anticipated. These forward-looking statements
involve a number of risks, uncertainties or other assumptions that
may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not
limited to, those discussed and identified in public filings made
with the SEC by the Company and: (i) the Company’s ability to
submit a plan to regain compliance with the Nasdaq Listing Rules;
(ii) the Company’s ability to file its Form 20-F within the
timeline prescribed by Nasdaq; (iii) the results of the Special
Committee’s investigation; (iv) the risk of restatement of the
Company’s previously reported financial statements or the
identification of one or more material weaknesses in internal
control over financial reporting; (v) costs relating to the Special
Committee’s investigation, which are likely to be material; (vi)
the outcome of any legal proceedings that may be instituted against
the Company, including as may result from the Special Committee’s
investigation; (vi) the ability to meet Nasdaq continued listing
standards; (vii) expectations regarding the Company’s strategies
and future financial performance, including its future business
plans or objectives, prospective performance and opportunities and
competitors, revenues, products and services, pricing, operating
expenses, market trends, liquidity, cash flows and uses of cash,
capital expenditures, and the Company’s ability to invest in growth
initiatives and pursue acquisition opportunities; (viii) the risk
that the consummation of the business combination disrupts the
Company’s current operations and future plans; (ix) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the Company to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its
management and key employees; (x) limited liquidity and trading of
the Company’s securities; (xi) geopolitical risk, including
military action and related sanctions, and changes in applicable
laws or regulations; (xii) the possibility that the Company may be
adversely affected by other economic, business, and/or competitive
factors; (xiii) inaccuracies for any reason in the estimates of
expenses and profitability and projected financial information for
the Company; and (xiv) other risks and uncertainties set forth in
the section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in the Company’s final proxy
statement/prospectus filed on December 5, 2022.
Should one or more of these risks or uncertainties materialize
or should any of the assumptions made by the management of the
Company prove incorrect, actual results may vary in material
respects from those expressed or implied in these forward-looking
statements.
All subsequent written and oral forward-looking statements
concerning matters addressed in this press release and attributable
to the Company or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements contained
or referred to in this press release. Except to the extent required
by applicable law or regulation, the Company undertakes no
obligation to update these forward-looking statements to reflect
events or circumstances after the date of this press release to
reflect the occurrence of unanticipated events.
Investor Contact:
Marc P. Griffin
ICR, Inc. for HUB Security
Marc.Griffin@ICRinc.com
Media Contact:
HUB Security
Gili Nizani
gili.nizani@hubsecurity.io
Hub Cyber Security (NASDAQ:HUBC)
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