0001213900-21-059628 8-K 13 20211115 2.02 9.01 20211116 20211115 CYREN Ltd. 0001084577 7372 000000000 L3 1231 8-K 34 000-26495 211413522 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 ea150709-8k_cyrenltd.htm CURRENT REPORT 0001084577 false 000-00000 00-0000000 0001084577 2021-11-15 2021-11-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): November 15, 2021 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) 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 CYRN Nasdaq Capital Market value ILS 0.15 per share 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 2.02 Results of Operations and Financial Condition. On November 15, 2021, Cyren Ltd. issued a press release announcing its financial and operational results for the second quarter ended September 30, 2021. A copy of the press release is attached hereto as Exhibit 99.1. All information in Item 2.02 of this Form 8-K and in Exhibit 99.1 attached hereto is furnished but not filed. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibits 99.1 Press release issued by Cyren Ltd. on November 15, 2021 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). 1 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. November 15, 2021 CYREN LTD. /s/ Kenneth Tarpey Kenneth Tarpey Chief Financial Officer 2 EX-99.1 2 ea150709ex99-1_cyren.htm PRESS RELEASE ISSUED BY CYREN LTD. ON NOVEMBER 15, 2021 Exhibit 99.1 PRESS RELEASE Cyren Announces Third Quarter 2021 Financial Results - - - Cyren Inbox Security Momentum Continues as Customer Transactions Increase 36% Quarter-over-Quarter McLean, Va. – November 15, 2021 – Cyren (NASDAQ: CYRN) today announced its third quarter 2021 financial results for the period ending September 30, 2021. During the third quarter, Cyren reported quarterly revenues of $7.5 million, compared to $9.1 million during the third quarter of 2020. GAAP net loss for the quarter was $5.8 million, compared to the $4.9 million net loss reported during the third quarter of 2020, due to lower revenues, partially offset by lower operating expenses compared to the prior year. “Cyren continues to focus on establishing revenue growth by executing our strategy to build an exciting new recurring revenue stream in the enterprise anti-phishing market. We are pleased to report that Cyren Inbox Security market momentum continued to accelerate in Q3 with a 36% increase in customer transactions over Q2 and Q3 quarter-end annual recurring revenue (ARR) grew 92% year-over-year”, said Brett Jackson, CEO of Cyren. Mr. Jackson further stated “Cyren’s Q3 overall revenues declined year-over-year, due to previously reported churn and downsell in our legacy business which occurred in prior quarters. We believe Cyren Inbox Security will be the key driver of future revenue growth for Cyren. Our team remains focused on building momentum in the anti-phishing market each quarter, with the goal of developing a high-growth enterprise revenue stream that will materially contribute to Cyren’s results. As we have previously discussed, this is a journey that will span multiple quarters and we are very encouraged with the revenue trajectory to date.” Third Quarter 2021 Financial Highlights: ? On September 20, 2021, Cyren announced the completion of its previously announced private offering of 14,152,779 of its ordinary shares and warrants to purchase up to an aggregate of 14,152,779 of its ordinary shares, at a purchase price of $0.72 per share. The warrants have a term of three and one-half years and are exercisable at an exercise price of $0.60 per share. The gross proceeds to the Company of the offering are approximately $10.2 million. ? Revenues for the third quarter of 2021 were $7.5 million, compared to $9.1 million during the third quarter of 2020. ? GAAP net loss for the third quarter of 2021 was $5.8 million, compared to a net loss of $4.9 million in the third quarter of 2020. ? GAAP loss per basic and diluted share for the third quarter of 2021 was $0.07, compared to a loss of $0.08 per basic and diluted share for the third quarter of 2020. ? Non-GAAP net loss for the third quarter of 2021 was $4.3 million, compared to a Non-GAAP net loss of $2.9 million for the third quarter of 2020. ? Non-GAAP loss per basic and diluted share was $0.06 for the third quarter of 2021, compared to a Non-GAAP loss of $0.05 per share in the third quarter of 2020. ? Cash used in operating activities during the third quarter of 2021 was $4.9 million, compared to cash used by operating activities of $3.6 million during the third quarter of 2020, largely driven by an increase in net loss, a decline in deferred revenue driven by the receipt of a multi-year, multi-million dollar prepayment from one of our largest customers in the first quarter of 2019 and a decline in deferred revenue due to a reduction of various customer renewals along with an increase in trade receivables due to a large customer payment of $2.1 million due in Q3 2021, but received in October 2021. ? Net cash flow for the third quarter of 2021 was positive $4.1 million, due to the capital raise in September 2021 with net proceeds of $9.3 million, compared to negative $3.2 million during the third quarter of 2020. ? Cash and cash equivalents balance as of September 30, 2021, was $17.9 million, compared to $9.3 million as of December 31, 2020. Recent Business Highlights: ? On November 15th, Cyren announced an alliance agreement with KnowBe4, the world’s largest security awareness training and simulated phishing platform. The alliance provides customers seamless integration between Cyren Inbox Security and the KnowBe4 platform. ? On October 26th, Cyren announced FINEOS, a leader in life, accident, and health insurance software, uses Cyren Inbox Security to reduce the time and effort its IT team expends to detect and remediate sophisticated phishing threats. ? On October 13th, Cyren announced Fleet Response selected Cyren Inbox Security as part of its defense in depth strategy to defend its organization from phishing, business email compromise, and other email-based threats. ? On September 30th, Cyren announced the expansion of its anti-phishing solution, Cyren Inbox Security, to include multiple language support that enables more effective communication of phishing threats to end users delivered in their native language. It is important that an organization’s security is not jeopardized due to misinterpretation or incorrect translation of critical threat information. ? On September 14th, Cyren announced a distribution agreement with TD SYNNEX to offer its anti-phishing solution, Cyren Inbox Security, throughout North America. ? On September 8th, Cyren announced Improving, a leading technology management and consulting services firm, announced their partnership to address the “new normal” of cloud adoption and increased phishing threats. We believe Improving’s trusted IT services in combination with Cyren’s anti-phishing solution, Cyren Inbox Security, will help businesses of all sizes leverage the power of Microsoft 365 while eliminating the effort required to detect and contain phishing attacks. ? On August 25th, Cyren announced Towpath Credit Union, an 85-year-old organization offering a wide variety of financial services and products to its members, selected Cyren Inbox Security and has deployed the anti-phishing solution to protect its operations from advanced phishing, fraud, and other email threats. ? On July 8th, Cyren announced Fluid Networks, a leading provider in high-quality IT support, strategic technology, cloud, cyber security solutions and advisory services, selected Cyren Inbox Security and has deployed the anti-phishing solutions to its customers across the company’s internal operations. For information regarding the non-GAAP financial measures discussed in this release, please see “Use of Non-GAAP Financial Measures” and “Reconciliation of Selected GAAP Measures to Non-GAAP Measures.” Financial Results Conference Call: The company will host a conference call at 4:30 p.m. Eastern Time (11:30 p.m. Israel Time) on Monday, November 15, 2021 to discuss third quarter results. U.S. Dial-in Number: 1-877-407-0312 Israel Dial-in Number: 1-80-940-6247 International Dial-in Number: 1-201-389-0899 The call will be simultaneously webcast live on the investor relations section of Cyren’s website at https://ir.cyren.com, or by using the following link: https://www.webcast-eqs.com/cyren11142021_en/en. For those unable to participate in the live conference call, a replay will be available until November 29, 2021. To access the replay, the U.S. dial in number is 1-877-660-6853 and the non-U.S. dial in number is 1-201-612-7415. Callers will be prompted for replay conference ID number 13724200. An archived version of the webcast will also be available on the investor relations section of the company’s website at https://ir.cyren.com/events. 2 About Cyren: More than 1.3 billion users around the world rely on Cyren’s cloud security solutions to protect them against cyber-attacks every day. Powered by the world’s largest security cloud, Cyren (NASDAQ: CYRN) delivers fast time-to-protection with embedded threat detection, threat intelligence and email security solutions. Learn more at www.cyren.com. Blog: http://blog.cyren.com LinkedIn: www.linkedin.com/company/cyren Twitter: www.twitter.com/CyrenInc Use of Non-GAAP Financial Measures: Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude: stock-based compensation expenses, amortization of acquired intangible assets, and deferred taxes related to acquisitions, adjustments to earn-out obligations, and capitalization of technology. The purpose of such adjustments is to give an indication of the company’s performance exclusive of non-cash charges and other items that are considered by management to be outside of the company’s core operating results. The company’s non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with the company’s consolidated financial statements prepared in accordance with GAAP. Company management regularly uses supplemental non-GAAP financial measures internally to understand, manage and evaluate the business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. The company believes this adjustment is useful to investors as a measure of the ongoing performance of the business. The company believes these non-GAAP financial measures provide consistent and comparable measures to help investors understand the company’s current and future operating cash flow performance. These non-GAAP financial measures may differ materially from the non-GAAP financial measures used by other companies. Reconciliation between results on a GAAP and non-GAAP basis is provided in a table immediately following the Consolidated Statements of Income. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management uses both GAAP and non-GAAP measures when evaluating the business internally and therefore felt it important to make these non-GAAP adjustments available to investors. 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. Company Contact Kenneth Tarpey, CFO Cyren +1.703.760.3435 kenneth.tarpey@cyren.com 3 CYREN LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands of U.S. dollars, except per share amounts) Three months ended Nine months ended September 30 September 30 2021 2020 2021 2020 Unaudited Unaudited Unaudited Unaudited Revenues $ 7,461 $ 9,114 $ 23,827 $ 27,944 Cost of revenues 3,732 3,792 11,332 11,168 Gross profit 3,729 5,322 12,495 16,776 Operating expenses: Research and development, net 4,100 4,769 12,460 12,264 Sales and marketing 2,785 2,942 8,154 9,123 General and administrative 2,336 2,302 6,801 6,992 Total operating expenses 9,221 10,013 27,415 28,379 Operating loss (5,492 ) (4,691 ) (14,920 ) (11,603 ) Other income, net 5 1 (12 ) 9 Financial expenses, net (320 ) (235 ) (821 ) (757 ) Loss before taxes (5,807 ) (4,925 ) (15,753 ) (12,351 ) Tax benefit 20 33 181 94 Net loss $ (5,787 ) $ (4,892 ) $ (15,572 ) $ (12,257 ) Loss per share - basic and diluted $ (0.07 ) $ (0.08 ) $ (0.21 ) $ (0.20 ) Weighted average number of shares outstanding: Basic and Diluted 77,990 60,580 74,016 60,103 4 CYREN LTD. RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (in thousands of U.S. dollars, except per share amounts) Three months ended Nine months ended September 30 September 30 2021 2020 2021 2020 Unaudited Unaudited Unaudited Unaudited GAAP gross profit $ 3,729 $ 5,322 $ 12,495 $ 16,776 GAAP gross margin 50 % 58 % 52 % 60 % Plus: Stock-based compensation expense 83 21 187 85 Amortization of intangible assets 681 673 2,006 1,697 Non-GAAP gross profit 4,493 6,016 14,688 18,558 Non-GAAP gross margin 60 % 66 % 62 % 66 % GAAP operating loss (5,492 ) (4,691 ) (14,920 ) (11,603 ) Plus: Stock-based compensation expense 752 724 1,757 1,876 Amortization of intangible assets 756 788 2,232 2,071 Capitalization of technology - 536 (239 ) (1,066 ) Non-GAAP operating loss (3,984 ) (2,643 ) (11,170 ) (8,722 ) GAAP net loss (5,787 ) (4,892 ) (15,572 ) (12,257 ) Plus: Stock-based compensation expense 752 724 1,757 1,876 Amortization of intangible assets 756 788 2,232 2,071 Amortization of deferred tax assets (54 ) (48 ) (163 ) (144 ) Capitalization of technology - 532 (262 ) (1,126 ) Non-GAAP net loss $ (4,333 ) $ (2,896 ) $ (12,008 ) $ (9,580 ) Numerator for non-GAAP EPS calculation $ (4,333 ) $ (2,896 ) $ (12,008 ) $ (9,580 ) Non-GAAP net loss per share $ (0.06 ) $ (0.05 ) $ (0.16 ) $ (0.16 ) GAAP weighted-average shares used to compute net loss per share 77,990 60,580 74,016 60,103 5 CYREN LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands of U.S. dollars) September 30 December 31 2021 2020 Unaudited Assets Current Assets: Cash and cash equivalents $ 17,932 $ 9,296 Trade receivables, net 3,824 960 Deferred commissions 932 980 Prepaid expenses and other receivables 1,653 779 Total current assets 24,341 12,015 Long-term deferred commissions 939 1,125 Long-term lease deposits and prepaids 780 937 Operating lease right-of-use assets 9,431 10,900 Severance pay fund 880 745 Property and equipment, net 2,728 3,948 Intangible assets, net 5,753 7,797 Goodwill 20,689 21,476 Total long-term assets 41,200 46,928 Total assets $ 65,541 $ 58,943 Liabilities and Shareholders’ Equity Current Liabilities: Trade payables $ 903 $ 799 Convertible notes 10,000 10,000 Employees and payroll accruals 3,943 3,813 Accrued expenses and other liabilities 1,362 1,420 Operating lease liabilities 1,638 1,983 Deferred revenues 7,429 6,934 Total current liabilities 25,275 24,949 Deferred revenues 538 644 Convertible debentures 8,541 9,248 Long-term operating lease liabilities 8,574 9,866 Deferred tax liability 425 655 Accrued severance pay 924 838 Other liabilities 497 706 Total long-term liabilities 19,499 21,957 Shareholders’ equity 20,767 12,037 Total liabilities and shareholders’ equity $ 65,541 $ 58,943 6 CYREN LTD. CONDENSED CONSOLIDATED CASH FLOW DATA (in thousands of U.S. dollars) Three months ended Nine months ended September 30 September 30 2021 2020 2021 2020 Cash flows from operating activities: Unaudited Unaudited Unaudited Unaudited Net loss $ (5,787 ) $ (4,892 ) $ (15,572 ) $ (12,257 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: (Gain) / loss on disposal of property and equipment - (1 ) 17 12 Depreciation 539 594 1,630 1,809 Stock-based compensation 752 724 1,757 1,876 Amortization of intangible assets 755 788 2,230 2,071 Amortization of deferred commissions 357 378 1,010 1,181 Amortization of operating lease right-of-use assets 339 586 1,269 1,508 Interest on convertible notes 145 153 430 436 Interest and amortization of debt issuance costs on Convertible Debentures 180 188 523 400 Deferred taxes, net (40 ) (53 ) (208 ) (171 ) Changes in assets and liabilities: Trade receivables (2,429 ) 36 (2,900 ) (126 ) Prepaid expenses and other receivables 81 (73 ) (711 ) (456 ) Deferred commissions (299 ) (236 ) (773 ) (900 ) Change in long-term lease deposits and prepaids (33 ) (3 ) (13 ) (89 ) Trade payables (162 ) (175 ) 85 (289 ) Employees and payroll accruals, accrued expenses and other liabilities 675 (43 ) 127 (90 ) Deferred revenues 709 (955 ) 527 1,034 Accrued severance pay, net (50 ) (37 ) (48 ) (36 ) Operating lease liabilities (388 ) (591 ) (1,452 ) (1,545 ) Other long-term liabilities (210 ) 21 (390 ) 184 Net cash used in operating activities (4,866 ) (3,590 ) (12,462 ) (5,448 ) Cash flows from investing activities: Proceeds from sale of property and equipment 1 2 6 6 Capitalization of technology (10 ) 489 (262 ) (1,100 ) Purchase of property and equipment (333 ) (105 ) (466 ) (1,543 ) Net cash used in investing activities (342 ) 386 (722 ) (2,637 ) Cash flows from financing activities: Proceeds from Convertible Debenture, net of debt issuance costs - - - 9,442 Proceeds from stock and warrant issuance, net of costs 9,276 - 9,276 - Proceeds from stock issuance, net of costs - - 12,588 - Net cash provided by financing activities 9,276 - 21,864 9,442 Effect of exchange rate changes on cash (14 ) (1 ) (36 ) (14 ) Increase (decrease) in cash, cash equivalents and restricted cash 4,054 (3,205 ) 8,644 1,343 Cash, cash equivalents and restricted cash at the beginning of the period 14,504 16,675 9,914 12,127 Cash, cash equivalents and restricted cash at the end of the period $ 18,558 $ 13,470 $ 18,558 $ 13,470 Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flow: Cash and cash equivalents $ 17,932 $ 12,894 $ 17,932 $ 12,894 Restricted cash included in long-term restricted lease deposits 626 576 626 576 Total cash, cash equivalents and restricted cash $ 18,558 $ 13,470 $ 18,558 $ 13,470 7