Hub Cyber Security Ltd. (NASDAQ: HUBC) carries a legal free-trading float of roughly 172,000 shares — less than 10% of its 1.79 million shares outstanding — while an estimated 2.3 million additional shares sit in convertible notes, pre-funded warrants, and other instruments that can enter the market without a new shareholder vote. That pending overhang is more than 13 times the current float.

ShareStructure assigns HUBC a dilution risk grade of 9 out of 10, reflecting an extreme structural imbalance between tradeable supply and the instruments that can create new supply.

Where the overhang lives

The largest source is a stack of floating-discount convertible notes — debt instruments whose conversion price resets to a percentage of recent trading levels — held by Keystone Capital Partners, Seven Knots LLC, and J.J. Astor & Co. These notes convert at 90% of the lowest 20-day volume-weighted average price (meaning the holder pays 10% below the weakest recent trading level). As of June 30, the notes could convert into roughly 2.15 million post-split shares. Because the conversion formula uses the lowest VWAP, the number of shares owed grows as the stock declines. J.J. Astor's defaulted notes use an even steeper formula: 80% of the average of the four lowest VWAPs.

Behind that sit approximately 160,000 pre-funded warrants — warrants priced at a nominal $0.025 that function almost like common shares once exercised. Shareholders voted on September 8 to remove the 4.99% ownership cap on these instruments. That block alone is roughly equal to the entire legal float.

The restricted-share wall

About 1.62 million restricted shares were issued in June and July 2026 when HUBC acquired distressed debt of Evofem Biosciences in private share-for-asset swaps. Those shares become eligible for public resale under Rule 144 — a federal safe harbor that lets restricted holders sell after a six-month hold — around late December 2026 and late January 2027. That unlock would represent 9.4 times the current float.

Reverse-split history

HUBC has executed five reverse splits since March 2025, at ratios of 1-for-10, 1-for-15, 1-for-50, 1-for-20, and 1-for-25. The cumulative effect: every 3,750,000 pre-split shares became one share. Shareholders approved a fresh split authority on September 8, 2026, allowing another reverse split of up to 1-for-1,000 through 2028.

Financing counterparties

The company's capital stack is anchored by a group of convertible lenders that appear repeatedly in its filings. Keystone provides a $50 million equity line of credit — a standing facility that lets the company sell shares into the market at a discount — though it is dormant because the required registration statement was never declared effective. Seven Knots acquires older notes at a discount and exchanges them for new VWAP-based paper. Claymore Capital, Julestar, and Agile Capital round out the roster. All are flagged as toxic-style lenders in the company's own 20-F risk disclosures.

Key upcoming dates

A $1.5 million Keystone commitment note converts automatically at the prior day's closing price on November 28, 2026 — an estimated 240,000 shares at recent levels. The Rule 144 unlock for the first tranche of Evofem deal shares follows roughly four weeks later. Authorized share capacity stands at 40 million, leaving room for roughly 22 times the current outstanding count before a new authorization would be needed.