0001084577-22-000017 8-K 14 20220803 7.01 9.01 20220803 20220803 CYREN Ltd. 0001084577 7372 000000000 L3 1231 8-K 34 000-26495 221132996 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 8-K 1 cyrn-20220803.htm 8-K 10 Ha-Menofim St.5th FloorHerzliyaIsrael0001084577FALSE00010845772022-08-032022-08-03 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2022 CYREN LTD. (Exact Name of Registrant as Specified in its Charter) Israel 000-26495 Not applicable (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 10 Ha-Menofim St., 5th Floor Herzliya, Israel 4672561 (Address of Principal Executive Offices) (Zip Code) 011–972–9–863–6888 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Name of exchange on which Title of each class Trading symbol(s) registered Ordinary Shares, par value ILS 3.0 per share CYRN The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ? Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. -------------------------------------------------------------------------------- Item 7.01 Regulation FD Disclosure On August 3, 2022, the Cyren Ltd. (the "Company") issued a press release announcing it had completed the sale of its legacy secure email gateway business for a total purchase price of EUR 10,000,000 in cash, subject to customary post-closing adjustments (the "Transaction"). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information set forth in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Cautionary Statements Regarding Forward-Looking Information This Report contains forward-looking statements within the meaning of the Securities Act and the Exchange Act, including, but not limited to, statements about the Transaction. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expected. In addition to risks and uncertainties disclosed in the Company's other reports it files with the Securities and Exchange Commission, these risks and uncertainties include, but are not limited to, the ability to consummate the proposed transaction; the ability to obtain third party approvals with respect to the transaction; the possibility that some or all of the conditions to the closing of the transaction may not be satisfied or waived; and the effects of disruption from the transaction on our business in general. Investors should consider these factors before deciding to make or maintain an investment in the Company's securities. The forward-looking statements included in this Report are based on information available to the Company as of the date of this Report. The Company expressly disclaims any intent or obligation to update any forward-looking statements to reflect subsequent events or circumstances. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Cyren Ltd. Press Release dated August 3 , 2022 Cover Page Interactive Data File (formatted as inline XBRL and contained in 104 Exhibit 101) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CYREN LTD. Dated: August 3, 2022 By: /s/ Brian Dunn Name: Brian Dunn Title: General Counsel EX-99.1 2 exhibit991pressreleasedisp.htm EX-99.1 Exhibit 99.1 [[Image Removed: cyren-logo.jpg]] PRESS RELEASE Cyren Successfully Completes Sale of its Legacy Secure Email Gateway Business McLean, VA – August 3, 2022 / Cyren Ltd. (NASDAQ: CYRN), a provider of next-generation email protection and embedded threat detection solutions, today announced that it has completed the previously announced divestment of its legacy secure email gateway business to Content Services Group GmbH for €10,000,000 of gross cash proceeds. The sale will enable Cyren to focus on its core business and strategic growth opportunities to deliver more value to both its customers and shareholders. “This divestment will improve our balance sheet and allow Cyren to focus on products and market opportunities that will best help us grow our revenues" said Brett Jackson, Cyren’s Chief Executive Officer. “We will concentrate on continuing to build momentum with our enterprise anti-phishing product, Cyren Inbox Security, as well growing our core threat detection business." About Cyren Cyren (NASDAQ: CYRN) protects more than a 1 billion users around the world from sophisticated and emerging email-, malware-, and web-based cyber-attacks every day. Our embedded threat detection, threat intelligence and inbox security solutions help enterprises, service providers, and technology companies prevent breaches and eliminate countless hours of incident response. Learn more at www.cyren.com. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. For example, statements in the future tense, and statements including words such as "expect," "plan," "estimate," "anticipate," or "believe" are forward-looking statements, including statements regarding expectations that Cyren Inbox Security will be the key driver of future growth, expectations regarding developing a high-growth enterprise revenue stream that will materially contribute to Cyren's results and expectations regarding our products, including Cyren Inbox Security. These statements are based on information available at the time of the press release and the company assumes no obligation to update any of them. The statements in this press release are not guarantees of future performance and actual results could differ materially from current expectations as a result of numerous factors, including our ability to continue as a going concern, our ability to execute our business strategy, including our sales and business development plans, our ability to timely and successfully enhance and improve our existing solutions and introduce new solutions, the commercial success of such enhancements and new solutions, including Cyren Inbox Security, lack of demand for our solutions, including as a result of actual or perceived decreases in levels of advanced cyber attacks, our ability to manage our cost structure, avoid unanticipated liabilities and achieve profitability, our ability to grow our revenues, including the ability of existing solutions to drive sufficient revenue, our ability to attract new customers and increase revenue from existing customers, market acceptance of our existing and new product offerings, our continued listing on NASDAQ, business conditions and growth or deterioration in the internet security market, technological developments, products offered by competitors, availability of qualified staff, and technological difficulties and resource constraints encountered in developing new products, as well as those risks described in the company's publicly filed reports, which are available through www.sec.gov. Investor Contact Brian Dunn Cyren +1.703.760.3116