0001567619-20-007479 D 1 06b 20200403 20200403 20200403 CYREN Ltd. 0001084577 7372 000000000 L3 1231 D 33 021-364260 20772163 1 SAPIR ROAD 5TH FLOOR, BEIT AMPA P.O. BOX 4014 HERZLIYA L3 46140 7037603320 C/O CYREN INC. 1430 SPRING HILL ROAD, SUITE 330 MCLEAN VA 22102 COMMTOUCH SOFTWARE LTD 19990419 D 1 primary_doc.xml UNITED STATES SECURITIES OMB APPROVAL AND EXCHANGE COMMISSION OMB Number: 3235-0076 Washington, D.C. Estimated Average burden hours per response: 4.0 FORM D Notice of Exempt Offering of Securities 1. Issuer's Identity CIK (Filer ID Number) Previous Name(s) Entity Type [ ] None 0001084577 COMMTOUCH SOFTWARE [x] Corporation LTD [ ] Limited Partnership [ ] Limited Name of Issuer Liability Company [ ] General CYREN Ltd. Partnership [ ] Business Trust [ ] Other Jurisdiction of Incorporation/Organization ISRAEL Year of Incorporation/Organization [x] Over Five Years Ago [ ] Within Last Five Years (Specify Year) [ ] Yet to Be Formed 2. Principal Place of Business and Contact Information Name of Issuer CYREN Ltd. Street Address 1 Street Address 2 c/o Cyren Inc. 1430 Spring Hill Road Ste 330 City State/Province/Country ZIP/Postal Code Phone No. of Issuer McLean VIRGINIA 22102 7037603320 3. Related Persons Last Name First Name Middle Name Jackson Brett Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [x] Executive Officer [ ] Director [ ] Promoter Clarification of Response (if Necessary) Chief Executive Officer -------------------------------------------------------------------------------- Last Name First Name Middle Name Myshrall J. Michael Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [x] Executive Officer [ ] Director [ ] Promoter Clarification of Response (if Necessary) Chief Financial Officer -------------------------------------------------------------------------------- Last Name First Name Middle Name Kohavi Lior Street Address 1 Street Address 2 Cyren Ltd. 10 Ha-Menofim St., 5th Floor City State/Province/Country ZIP/Postal Code Herzliya ISRAEL 4672561 Relationship: [x] Executive Officer [ ] Director [ ] Promoter Clarification of Response (if Necessary) Chief Strategic Officer and EVP of Advanced Solutions -------------------------------------------------------------------------------- Last Name First Name Middle Name Ford Richard Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [x] Executive Officer [ ] Director [ ] Promoter Clarification of Response (if Necessary) Chief Technology Officer -------------------------------------------------------------------------------- Last Name First Name Middle Name Spindel Eric Street Address 1 Street Address 2 Cyren Ltd. 10 Ha-Menofim St., 5th Floor City State/Province/Country ZIP/Postal Code Herzliya ISRAEL 4672561 Relationship: [x] Executive Officer [ ] Director [ ] Promoter Clarification of Response (if Necessary) Vice President, General Counsel and Corporate Secretary -------------------------------------------------------------------------------- Last Name First Name Middle Name Ahmed Atif Street Address 1 Street Address 2 Cyren Ltd. 43 Western Road, Bracknell City State/Province/Country ZIP/Postal Code Berkshire UNITED KINGDOM RG12 1RT Relationship: [x] Executive Officer [ ] Director [ ] Promoter Clarification of Response (if Necessary) Vice President, Sales EMEA -------------------------------------------------------------------------------- Last Name First Name Middle Name Bogod Boris Street Address 1 Street Address 2 Cyren Ltd. 10 Ha-Menofim St., 5th Floor City State/Province/Country ZIP/Postal Code Herzliya ISRAEL 4672561 Relationship: [x] Executive Officer [ ] Director [ ] Promoter Clarification of Response (if Necessary) Vice President, Global Cloud Operations -------------------------------------------------------------------------------- Last Name First Name Middle Name Johnson Bruce Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [x] Executive Officer [ ] Director [ ] Promoter Clarification of Response (if Necessary) Vice President, Sales North America -------------------------------------------------------------------------------- Last Name First Name Middle Name Mosley Matt Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [x] Executive Officer [ ] Director [ ] Promoter Clarification of Response (if Necessary) Vice President, Product Management -------------------------------------------------------------------------------- Last Name First Name Middle Name Markowitz Eva Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [x] Executive Officer [ ] Director [ ] Promoter Clarification of Response (if Necessary) Vice President, Human Resources -------------------------------------------------------------------------------- Last Name First Name Middle Name Stefnisson Sigurdur Street Address 1 Street Address 2 Cyren Ltd. Dalshraun 3, IS-220 City State/Province/Country ZIP/Postal Code Hafnarfjordur ICELAND 0 Relationship: [x] Executive Officer [ ] Director [ ] Promoter Clarification of Response (if Necessary) Vice President, Detection -------------------------------------------------------------------------------- Last Name First Name Middle Name Tamir Michael Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [x] Executive Officer [ ] Director [ ] Promoter Clarification of Response (if Necessary) Vice President, Global Support Services -------------------------------------------------------------------------------- Last Name First Name Middle Name Samuelson Lior Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) Chairman of the Board -------------------------------------------------------------------------------- Last Name First Name Middle Name Thomson Todd Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Karah Hila Street Address 1 Street Address 2 Cyren Ltd. 10 Ha-Menofim St., 5th Floor City State/Province/Country ZIP/Postal Code Herzliya ISRAEL 4672561 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Hamilton James Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Earhart David Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Becker John Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Davis Cary Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Chang Brian Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Zletz Lauren Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Kushwaha Raj Street Address 1 Street Address 2 Cyren Ltd. 1430 Spring Hill Road, Suite 330 City State/Province/Country ZIP/Postal Code McLean VIRGINIA 22102 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- 4. Industry Group [ ] Agriculture Health Care [ ] Retailing Banking & Financial [ ] Biotechnology [ ] Restaurants Services [ ] Commercial Banking [ ] Health Insurance Technology [ ] Insurance [ ] Hospitals & Physicians [ ] Computers [ ] Investing [ ] Pharmaceuticals [ ] Telecommunications [ ] Investment Banking [ ] Other Health Care [x] Other Technology [ ] Pooled Investment Travel Fund [ ] Other Banking & [ ] Airlines & Financial Services [ ] Manufacturing Airports [ ] Lodging & Real Estate Conventions [ ] Commercial [ ] Tourism & Travel Services [ ] Construction [ ] Other Travel [ ] REITS & Finance [ ] Other [ ] Residential [ ] Other Real Estate [ ] Business Services Energy [ ] Coal Mining [ ] Electric Utilities [ ] Energy Conservation [ ] Environmental Services [ ] Oil & Gas [ ] Other Energy 5. Issuer Size Revenue Range Aggregate Net Asset Value Range [ ] No Revenues [ ] No Aggregate Net Asset Value [ ] $1 - $1,000,000 [ ] $1 - $5,000,000 [ ] $1,000,001 - $5,000,000 [ ] $5,000,001 - $25,000,000 [ ] $5,000,001 - $25,000,000 [ ] $25,000,001 - $50,000,000 [ ] $25,000,001 - $100,000,000 [ ] $50,000,001 - $100,000,000 [ ] Over $100,000,000 [ ] Over $100,000,000 [x] Decline to Disclose [ ] Decline to Disclose [ ] Not Applicable [ ] Not Applicable 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) [ ] Rule 504(b)(1) (not (i), [ ] Rule 505 (ii) or (iii)) [ ] Rule 504 (b)(1)(i) [x] Rule 506(b) [ ] Rule 504 (b)(1)(ii) [ ] Rule 506(c) [ ] Rule 504 (b)(1)(iii) [ ] Securities Act Section 4(a)(5) [ ] Investment Company Act Section 3(c) 7. Type of Filing [x] New Notice Date of First Sale 2020-03-19 [ ] First Sale Yet to Occur [ ] Amendment 8. Duration of Offering Does the Issuer intend this offering to last more than one year? [ ] Yes [x] No 9. Type(s) of Securities Offered (select all that apply) [ ] Pooled Investment Fund Interests [ ] Equity [ ] Tenant-in-Common Securities [x] Debt [ ] Mineral Property Securities [ ] Option, Warrant or Other Right to Acquire Another Security [x] Security to be Acquired Upon Exercise of Option, Warrant or Other [x] Other (describe) Right to Acquire Security 5.75% Convertible Debentures, including underlying Ordinary Shares issuable upon conversion 10. Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, [ ] Yes [x] No acquisition or exchange offer? Clarification of Response (if Necessary) 11. Minimum Investment Minimum investment accepted from any outside investor $ 0 USD 12. Sales Compensation Recipient Recipient CRD Number [ ] None Craig-Hallum Capital Group LLC 121395 (Associated) Broker or Dealer [x] None (Associated) Broker or [x] None Dealer CRD Number Street Address 1 Street Address 2 222 South Ninth St. Suite 350 City State/Province/Country ZIP/Postal Code Minneapolis MINNESOTA 55402 State(s) of Solicitation [ ] All States [x] Foreign/Non-US ALABAMA CALIFORNIA CONNECTICUT ILLINOIS MASSACHUSETTS MARYLAND MINNESOTA NEW JERSEY NEVADA NEW YORK OHIO TEXAS -------------------------------------------------------------------------------- 13. Offering and Sales Amounts Total Offering Amount $ 10250002 USD [ ] Indefinite Total Amount Sold $ 10250002 USD Total Remaining to be Sold $ 0 USD [ ] Indefinite Clarification of Response (if Necessary) Total amt reflects aggregate principal amt of the Debentures 14. Investors [ ] Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering Regardless of whether securities in the offering have been or may be 13 sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 15. Sales Commissions & Finders’ Fees Expenses Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount. Sales Commissions $ 675000 USD [ ] Estimate Finders' Fees $ 0 USD [ ] Estimate Clarification of Response (if Necessary) 16. Use of Proceeds Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount. $ 0 USD [ ] Estimate Clarification of Response (if Necessary) Signature and Submission Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice. Terms of Submission In submitting this notice, each Issuer named above is: º Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees. º Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed. º Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d). Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person. For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature. Issuer Signature Name of Signer Title Date Vice President, CYREN Ltd. /s/ Eric Spindel Eric Spindel General Counsel and 2020-04-03 Corporate Secretary