HUB Cyber Security Ltd has entered into a Securities Purchase Agreement to issue convertible promissory notes for aggregate principal amount of up to $1,600,000, and warrants on November 30, 2023. The transaction involved with participation from certain accredited investors. The warrants exercisable into one ordinary share, no par value per share, of the Company for each Ordinary Share issuable to the Investors upon the conversion of the principal amount of the Notes, assuming conversion on the respective issuance dates of the Notes.

The aggregate principal amount of the Notes is convertible into Ordinary Shares at a rate of the lower of (i) $0.25 and (ii) the product of 75% multiplied by the arithmetic average of the volume-weighted average price of the Ordinary Shares in the five (5) trading days prior to the date of conversion, provided that such conversion rate shall not be lower than $0.15. The Notes do not bear interest and are repayable on the three-month anniversary of their issuance, subject to earlier conversion by the Investors. The Investors have the right to convert the Notes, in whole or in part, at any time following their issuance.

The Warrants are exercisable until January 1, 2027 for an exercise price equal to the closing price of the Ordinary Shares as of the respective issuance dates of the Warrants. The conversion of the Notes and the exercise of the Warrants will be limited to the extent that, upon the conversion or exercise, an Investor and its affiliates would in aggregate beneficially own more than 4.99% of the Ordinary Shares. The Board approved the Company?s entry into a Securities Purchase Agreement