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The Filing Desk · Friday, October 30, 2026
← The Filing Desk

Hub Cyber Security's Legal Float Is Just 172K Shares — With 2.3M More Looming

Five reverse splits in eighteen months have compressed HUBC's share count to 1.79 million, but floating-discount convertible notes, restricted deal shares, and penny-strike warrants could more than double the supply within 90 days.

By ShareStructure Research Desk·

Hub Cyber Security Ltd. (NASDAQ: HUBC) carries a dilution risk grade of 9 out of 10 — a score ShareStructure designates as EXTREME.

The single most important structural fact: the company's legal free-trading float is approximately 171,670 shares, roughly 9.6% of the 1,787,427 shares outstanding. The other 90% is locked. About 1.62 million restricted shares — issued in a June–July 2026 stock-for-asset deal to acquire distressed Evofem Biosciences debt — sit behind a six-month Rule 144 holding period, meaning the holders cannot sell freely on a U.S. exchange until roughly late December 2026 or January 2027.

That alone would make HUBC structurally unusual. But the overhang extends well beyond the restricted block.

Convertible notes: supply that grows as the stock falls

HUBC's capital stack is dominated by floating-discount convertible notes — debt instruments whose holders convert principal into shares at a percentage below the prevailing market price, guaranteeing a built-in discount. Three lender groups — Keystone Capital Partners, Seven Knots LLC, and J.J. Astor & Co. — hold notes that convert at 90% of the lowest 20-day volume-weighted average price (meaning the buyer pays 10% below the weakest recent trading level). J.J. Astor's defaulted notes use an even steeper formula: 80% of the average of the four lowest VWAPs over 20 days.

As of June 30, 2026, these instruments represented roughly 2.15 million post-split-equivalent shares. That figure is 12.5 times the legal float. Because the conversion price floats downward with the stock, the actual share count at today's lower levels could be several times larger.

Pre-funded warrants and the uncapping vote

Another 159,590 pre-funded warrants — warrants priced at just $0.025, so low that they function almost like common shares waiting to be printed — remain outstanding. On September 8, 2026, shareholders approved removing the 4.99% ownership cap on those warrants, clearing the way for holders to exercise without restriction. That bloc alone is roughly equal to the entire legal float.

The reverse-split cycle

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 — a cumulative compression of 1-for-3,750,000. On a fully split-adjusted basis, the company had about 97 shares outstanding at year-end 2025. That number grew to 1.79 million by August 3, 2026, almost entirely through note conversions and deal issuances. A fresh reverse-split authority of 1-for-5 through 1-for-1,000, approved at the September 8 annual meeting, means the cycle can repeat.

Key structural dates ahead

Three dates concentrate the near-term supply risk. On November 28, 2026, a $1.5 million Keystone commitment note converts mandatorily at the prior day's closing price — an estimated 240,000 shares at recent levels, which would more than double the current float in a single day. Around December 26, the first tranche of restricted Evofem deal shares — 9.4 times today's float — becomes eligible for public sale under Rule 144. A second tranche follows around January 21, 2027.

The company's 40 million authorized share ceiling, already raised from the original count, leaves room for continued issuance, and a pending $50 million equity line of credit — a standing facility that lets a buyer purchase shares at a discount to market on demand — with Keystone sits dormant only because the required F-1 registration statement has not gone effective.

All share counts carry low confidence: the most recent filing predates the September 14 reverse split, and note conversions since June 30 remain undisclosed.

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ShareStructure provides algorithmic, data-driven analysis of public SEC filings and does not provide investment advice. ShareStructure receives no compensation from the companies it covers. An affiliated entity (Darrow Group) provides paid investor-relations services to some public companies; ShareStructure does not publish coverage of those companies while an engagement is active. Analysis is derived from primary-source filings and is not a recommendation to buy or sell any security.