0001213900-22-056373 S-8 5 20220916 20220916 20220916 CYREN Ltd. 0001084577 7372 000000000 L3 1231 S-8 33 333-267452 221247033 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 S-8 1 ea165834-s8_cyrenltd.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 16, 2022 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYREN LTD. (Exact name of registrant as specified in its charter) Israel Not applicable (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 10 Ha-Menofim St., 5th Floor Herzliya, Israel (Address including Zip Code of Principal Executive Offices) Amended and Restated 2016 Non-Employee Director Equity Incentive Plan Amended & Restated 2016 Equity Incentive Plan (Full title of the plan) Brett Jackson Chief Executive Officer Cyren Ltd. c/o Cyren Inc. 1430 Spring Hill Road, Suite 330 McLean, Virginia 22102 (703) 760-3320 (Name, address and telephone number, including area code, of agent for service) With copies to: Brian Dunn Laurie L. Green, Esq Adrian Daniels General Counsel Greenberg Traurig, P.A. Yigal Arnon – Tadmor Levy Cyren Ltd. 401 East Las Olas 1 Azrieli Center c/o Cyren Inc. Boulevard, Suite 2000 Tel Aviv 6702101, Israel 1430 Spring Hill Road, Fort Lauderdale, Florida (+972)-3-608-7777 Suite 330 33301 McLean, Virginia 22102 (954) 768-8232 (703) 760-3320 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ? Accelerated filer ? Non-accelerated filer ? Smaller reporting company ? 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 7(a)(2)(B) of the Securities Act. ? EXPLANATORY NOTE On August 31, 2022, the shareholders of the Registrant approved amendments to the Cyren Ltd. 2016 Equity Incentive Plan and the Cyren Ltd. 2016 Non-Employee Director Equity Incentive Plan, each as amended and restated (together, the “Plans”) to increase the number of Ordinary Shares available for issuance under the Plans by an aggregate of 790,000 Ordinary Shares. The number of additional ordinary shares to be registered under the respective Plans are as follows: 2016 Equity Incentive Plan — 665,000; and 2016 Non-Employee Director Equity Incentive Plan — 125,000. Pursuant to General Instruction E of Form S-8, this Registration Statement registers the offer and sale of such additional Ordinary Shares. Such additional Ordinary Shares are of the same class of securities as the Ordinary Shares issuable under the Plans for which the currently effective registration statement on Form S-8 (File No. 333-238269) filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2020 (the “Prior Registration Statement”) was filed. As permitted by General Instruction E of Form S-8, the contents of the Prior Registration Statement, including any amendments thereto or filings incorporated therein, are incorporated by reference into this Registration Statement, except as amended hereby. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following document(s) filed with the Commission by Cyren Ltd., an Israeli registered public company (the “Company”), pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference: (1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021; (2) Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2022 and March 31, 2022 ; (3) The description of our ordinary shares contained in our Form 8-A filed on June 25, 1999, and Form F-1 (File No. 333-78531) filed on May 14, 1999, as amended, as updated by Exhibit 4.1 to the Annual Report on Form 10-K for the year ended December 31, 2021, and any reports filed for the purpose of updating such description; and (4); Current Reports on Form 8-K, filed by the Company with the Commission on September 6, 2022 , August 5, 2022 , August 3, 2022 , July 13, 2022 , June 7, 2022 , May 17, 2022 , February 25, 2022 , February 14, 2022 , February 9, 2022 ; (excluding “furnished” and not “filed” information). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. II-1 ITEM 8. EXHIBITS Incorporated by Reference Period Covered or Date of Exhibit No. Exhibit Description Form Filing 3.1 Memorandum of Association of the Company. Exhibit 3.1 06/03/99 to F-1 (333–78531) 3.2 Amended and Restated Articles of Association of 8-K 02/09/2022 the Company, as amended on February 7, 2022. 4.1 Description of Securities. 10-K Year ended December 31, 2021 5.1 Opinion of Yigal Arnon & Co. * 10.1 2016 Non-Employee Director Equity Incentive Plan, as amended and restated (incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement filed on August 2, 2022). † 10.2 2016 Equity Incentive Plan, as amended and restated (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement filed on August 2, 2022). † 23.1 Consent of Kost, Forer, Gabbay & Kasierer, independent registered public accounting firm. * 23.2 Consent of Yigal Arnon & Co. (included in Exhibit 5.1 hereto). * 24.1 Power of Attorney (included on the signature page hereto). * * Filed herewith. † Management or compensatory plan or arrangement II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the of McLean, Commonwealth of Virginia, on September 16, 2022. CYREN INC. By: /s/ Brett Jackson Name: Brett Jackson Title: Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Cyren Ltd. hereby severally constitute and appoint Brett Jackson our true and lawful attorney with full power to him to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Cyren Ltd. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney or his substitute or substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Brett Jackson Chief Executive Officer September 16, 2022 Brett Jackson (Principal Executive Officer and Principal Financial Officer) /s/ Brady Hayden Principal Accounting Officer September 16, 2022 Brady Hayden /s/ John Becker Director September 16, 2022 John Becker /s/ Cary Davis Director September 16, 2022 Cary Davis /s/ David Earhart Director September 16, 2022 David Earhart /s/ James Hamilton Director September 16, 2022 James Hamilton /s/ Hila Karah Director September 16, 2022 Hila Karah /s/ Lauren Zletz Director September 16, 2022 Lauren Zletz CYREN INC. Authorized Representative in the September 16, 2022 United States By: /s/ Brett Jackson Name: Brett Jackson Title: Attorney-in-Fact II-3 EX-5.1 2 ea165834ex5-1_cyrenltd.htm OPINION OF YIGAL ARNON & CO Exhibit 5.1 [[Image Removed]] Yigal Arnon Daniel Green Edan Regev Itamar Cohen Chaim Cohen Ran Aziel (1929-2014) Hanital Gitit Shai Michal Mor Stav Orenstein Dror Vigdor Belinson Ramot-Adler Margalit Shine Meron Charleen Moerdler Amalia Meshi Yoheved Guy Kortany Yonatan Galit Frank Avia Ickovics Amnon Lorch Novogroder Goor Koren Whitefield Elad Peleg Amira Brizel Hagai Shmueli Oren Roth Roey Sasson Moshe Lankry Maytal Spivak Lior Hochshtadt Barry Levenfeld Dror Varsano Nir Rodnizky Nir Kamhi Avraham Schoen Ofek Sinai David H. Odelia Sidi Michal Sagmon Shira Teger Elan Loshinsky Shmuel Ofen Schapiro Shira Lahat Hila Rot Rachel Josh Hauser Or Perel Hagit Bavly Micki Eran Kadosh Lerman Eitan Cohen Uri Galatt Orna Sasson Shapira Neta Goshen Ravid Saar Dror Kanarik Maya Haran Barak Tal Eran Zach Chen Lanir Sophie Sarig Avishai Oberman Shiri Shaham Ido Chitman Daphna Livneh Blackston Royi Heilig Elior Goldenberg Doron Tamir Aner Hefetz Tamar Gilboa Elad Carmel Bareket Eyal Safrai Daniel David Akrish Adi Samuel Morgenstern Yifat Hovev Yuval Dekel Abarbanel Nir Rosner Alona Toledano Ron Maor Alev Adina Mirchin David Osborne Assaf Mesica Yuval Shamir Ashkenazi Vered Glaubach Shira Eidelman Gil Oren Liron Lihi Carmel Yair Amiram Zano Ronit Amir Hacohen Katzenelson Nudler Taitelbaum Dana Kleiman Yaniv Guy Fuhrer Inbar Yehonatan Regina Pevzner Basel Sader Orly Tsioni Ezra Gross Hakimian-Nahari Cohen Maor Layani Sapir Shimoni Mordehai Baicz David Roness Naama Hod David Areen Nashef Leah Grumet Barak Platt Eli Raffi Brown Shmulevitz Ido Zahavi Tal Segev Benjamin Horef Greenbaum Shahar Uziely Aaron Shaw Guy Yarom Yehuda Attar Yoran Gill Lee Maor Yehudit Biton Guy Hillel Segal Moshe Abraham Asaf Eylon Nimrod Omri Schnaider Ziv-Shalom Yonatan Avichai Isaschar Adrian Daniels Vromen Michal Zeituny Lior Cohen Grinstein Yitzy Rizel Yuval Guy Sagiv Taub Goldstein Tom Kuper Shalheveth Shani Rinat Michael Shiri Vilkin Moran Shachar Jacob Ben Rapoport Adi Attar Asaf Daniel Chitrit Lior Gelbard Amos Oseasohn tenenbaum Rosenbaum ____________________ Peter Sugarman Keren Tal Ofir Paz Liad Avital Salzman Gidon Weinstock Of Counsel Ben Sandler Naftali Nir Adi Daniel Kalderon Rotem Cohen Roy Keidar Of Counsel Boaz Fiel Yael Hoefler Dafna Shaham Nataly Idan Adar Tamar Tavory Of Counsel Joeri Kreisberg Sagi Schiff Miriam Margalit Shahar Iluz ____________________ Simon Weintraub Netanella Friedmann Shiran Itay Ashkenazi Paul H. Baris (1934-2010) Ruth Loven Treistman Roni Osborne Glitman Roei Brizel Rami Kook Yarom Romem Daniel Noam Shochat Dani Ido Sella Nira Kuritzky Adam Spruch Damboritz Noa Slavin Weissberg Evyatar Katz Eran Ilan Yuval Bargil Yulia Lazbin Michael Lareine Hadil Nassif Eliran Furman Joshua Horowitz Khoury Khawand Eran Lempert Lieberman Guy Fatal Nohar Hadar Maayan Malka Ofir Levy Eyal Aichel Shani Lorch Nitzan Rublin Roy Masuri Kahana Avi Anouchi Tali Har-Oz Sivan Gilron Tal Alon Dotan Mor Ido Tomer Nechemia Bar-Nathan Englman Tomer Tako Natalie Korenfeld Moshe Pasker Nitzan Fisher Conforti Victoria Savu Derora Tropp Hila Amiel Tel Aviv | September 16, 2022 Cyren Ltd. 10 Ha-Menofim St., 5th Floor Herzliya, Israel 4672561 Ladies and Gentlemen: Re: Cyren Ltd. Form S-8 We refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on behalf of Cyren Ltd., a company organized under the laws of the State of Israel (the “Company”), for the purpose of registering under the Securities Act an aggregate of 790,000 of the Company’s Ordinary Shares, nominal value NIS 3.0 per share (the “Shares”), available for issuance under the Cyren Ltd. 2016 Non-Employee Director Equity Incentive Plan and the Cyren Ltd. 2016 Equity Incentive Plan (together, the “Plans”). In rendering an opinion on the matters hereinafter set forth, we have assumed the authenticity of all original documents submitted to us as certified, conformed or photographic copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate, we have assumed the truth of all facts communicated to us by the Company, we have assumed that all consents, minutes and protocols of meetings of the Company’s board of directors and shareholders meetings of the Company which have been provided to us are true, accurate and have been properly prepared in accordance with the Company’s incorporation documents and all applicable laws, and we have also assumed the compliance of any grant of Shares with the Company’s compensation policy, as in effect from time to time. 1 Azrieli Center, Tel Aviv, 6702101 | Phone: +972-3-6087777 | Fax: +972-3-6087724 31 Hillel Street, Jerusalem, 9458131 | Phone: +972-2-6239239 | Fax: +972-2-6239233 www.arnon.co.il | info@arnon.co.il [[Image Removed]] As outside Israeli counsel to the Company, we have performed such investigations, and have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purpose of our opinion. Upon the basis of such examination, we are of the opinion that, the Shares have been duly and validly authorized for issuance and, when issued in accordance with the applicable grant or option agreement, pursuant to the terms of the Plans and in accordance with the Registration Statement, the Shares will be legally and validly issued, fully paid and non-assessable. The above opinion is based on facts existing on the date hereof and of which we are aware. We express no opinion as to any laws other than the laws of the State of Israel as the same are in force on the date hereof and we have not, for purpose of giving this opinion, made any investigation of the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder. Very truly yours, /s/ Yigal Arnon & Co. Yigal Arnon & Co. 1 Azrieli Center, Tel Aviv, 6702101 | Phone: +972-3-6087777 | Fax: +972-3-6087724 31 Hillel Street, Jerusalem, 9458131 | Phone: +972-2-6239239 | Fax: +972-2-6239233 www.arnon.co.il | info@arnon.co.il EX-23.1 3 ea165834ex23-1_cyrenltd.htm CONSENT OF KOST, FORER, GABBAY & KASIERER, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement pertaining to the Cyren Ltd. amended and restated 2016 Non-Employee Director Equity Incentive Plan and amended and restated 2016 Equity Incentive Plan, of our report dated March 24, 2022, with respect to the consolidated financial statements of Cyren Ltd. and its subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission. /s/ KOST, FORER, GABBAY & KASIERER KOST, FORER, GABBAY & KASIERER A Member of Ernst & Young Global Tel Aviv, Israel September 16, 2022 EX-FILING FEES 4 ea165834ex-fee_cyrenltd.htm FILING FEE TABLE Exhibit 107 FORM S-8 (Form Type) CYREN LTD. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Issued Securities Proposed Maximum Maximum Fee Offering Aggregate Calculation Amount Price Per Offering Amount of Security Type Security Class Title Rule Registered(1) Share(3) Price(3) Fee Rate Registration Fee Equity Ordinary Shares Other 790,000 (2) $ 1.37 (3) $ 1,082,300 (3) $ 92.70 $ 100.33 Total Offering Amounts $ 1,082,300 (3) $ 100.33 Total Fee Offsets – Net Fee Due $ 100.33 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional Ordinary Shares, par value ILS 3.00 per share (“Ordinary Shares”), of Cyren Ltd., an Israeli corporation (the “Registrant”), that become issuable under the terms of the Cyren Ltd. 2016 Equity Incentive Plan and the Cyren Ltd. 2016 Non-Employee Director Equity Incentive Plan, each as amended and restated (together, the “Plans”) by reason of any share split, share dividend, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding Ordinary Shares of the Registrant. (2) Represents an additional 790,000 Ordinary Shares issuable under the Plans over and above the number of Ordinary Shares issuable under the Plans that were previously registered under the Securities Act. The number of shares to be registered under the respective plans are as follows: 2016 Equity Incentive Plan — 665,000; and 2016 Non-Employee Director Equity Incentive Plan — 125,000. (3) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act on the basis of the average of the high and low prices of the Registrant’s Ordinary Shares as quoted on the Nasdaq Capital Market on September 12, 2022.