0001104659-22-022539 SC 13G/A 1 20220214 20220214 HEIGHTS CAPITAL MANAGEMENT, INC. CYREN Ltd. 0001084577 7372 000000000 L3 1231 SC 13G/A 34 005-57507 22630443 10 HA-MENOFIM STREET 5TH FLOOR HERZLIYA L3 4672561 011-972-9-863-6888 10 HA-MENOFIM STREET 5TH FLOOR HERZLIYA L3 4672561 COMMTOUCH SOFTWARE LTD 19990419 CVI Investments, Inc. 0001649553 981253664 E9 1231 SC 13G/A P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 345-949-8080 P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 SC 13G/A 1 tm226115d15_sc13ga.htm SC 13G/A CUSIP No: M26895108 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Cyren Ltd. (Name of Issuer) Ordinary Shares, ILS 0.15 par value per share (Title of Class of Securities) M26895108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule 13d-1(b) x Rule 13d-1(c) ¨ Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No: M26895108 (1) NAMES OF REPORTING PERSONS CVI Investments, Inc. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands (5) SOLE VOTING POWER NUMBER OF 0 SHARES (6) SHARED VOTING POWER ** BENEFICIALLY 0 OWNED BY (7) SOLE DISPOSITIVE POWER EACH 0 REPORTING (8) SHARED DISPOSITIVE POWER ** PERSON WITH 0 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ** Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares. CUSIP No: M26895108 (1) NAMES OF REPORTING PERSONS Heights Capital Management, Inc. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (5) SOLE VOTING POWER NUMBER OF 0 SHARES (6) SHARED VOTING POWER ** BENEFICIALLY 0 OWNED BY (7) SOLE DISPOSITIVE POWER EACH 0 REPORTING (8) SHARED DISPOSITIVE POWER ** PERSON WITH 0 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ** Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares. CUSIP No: M26895108 Item 1. (a) Name of Issuer Cyren Ltd. (the “Company”) (b) Address of Issuer’s Principal Executive Offices 10 Ha-Menofim St., 5th Floor, Herzliya, Israel 4672561 Item 2(a). Name of Person Filing This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the ordinary shares of the Company, ILS 0.15 par value per share (the “Shares”). (i) CVI Investments, Inc. (ii) Heights Capital Management, Inc. Item 2(b). Address of Principal Business Office or, if none, Residence The address of the principal business office of CVI Investments, Inc. is: P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman KY1-1104 Cayman Islands The address of the principal business office of Heights Capital Management, Inc. is: 101 California Street, Suite 3250 San Francisco, California 94111 Item 2(c). Citizenship Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Item 2(d) Title of Class of Securities Ordinary shares, ILS 0.15 par value per share Item 2(e) CUSIP Number M26895108 CUSIP No: M26895108 Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________________ Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable. CUSIP No: M26895108 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No: M26895108 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: February 11, 2022 CVI INVESTMENTS, INC. HEIGHTS CAPITAL MANAGEMENT, INC. By: Heights Capital Management, Inc. By: /s/ Brian Sopinsky pursuant to a Limited Power of Attorney, a copy of which was Name: Brian Sopinsky previously filed Title: Secretary By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Secretary CUSIP No: M26895108 EXHIBIT INDEX EXHIBIT DESCRIPTION I Limited Power of Attorney* II Joint Filing Agreement* *Previously filed