8-K

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): October 4, 2019

CYREN LTD.

(Exact name of Registrant as specified in its charter)

Israel	000–26495	Not applicable
(State or other jurisdiction of	(Commission file number)	(I.R.S. Employer
incorporation or organization)		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 (see General Instruction A.2. below):

☐ 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:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Ordinary Shares, par value ILS 0.15 per share	CYRN	Nasdaq Capital Market

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 8.01 Other Events.

On October 4, 2019, Cyren Ltd. (the “Company”) issued a press release announcing the commencement of a rights offering to shareholders (the “Rights Offering”). A copy of the press release is filed as Exhibit 99.8 hereto. In connection with the Rights Offering, the Company is filing items included as Exhibits 5.1 through 99.7 to this Current Report on Form 8-K for the purpose of incorporating such items as exhibits to the Company’s Registration Statement on Form S-3 (Registration No. 333-233316), to which the prospectus supplement dated October 4, 2019 relating to the Rights Offering is a part. The Company expects to utilize the net proceeds of the Rights Offering for general working capital purposes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibits
5.1	Opinion of Yigal Arnon & Co.
23.1	Consent of Yigal Arnon & Co. (included in Exhibit 5.1)
99.1	Form of Instructions as to use of Rights Certificates
99.2	Form of Letter to Shareholders who are Record Holders
99.3	Form of Letter to Shareholders who are Beneficial Holders
99.4	Form of Letter to Clients of Shareholders who are Beneficial Holders
99.5	Beneficial Owner Election Form
99.6	Form of Nominee Holder Certification
99.7	Form of Subscription Rights Certificate
99.8	Press Release of Cyren Ltd., dated October 4, 2019

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SIGNATURES

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, thereunto duly authorized.

	CYREN LTD.
Date: October 4, 2019	/s/ J. Michael Myshrall
	J. Michael Myshrall
	Chief Financial Officer

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EX-5.1

Exhibit 5.1

 

Tel Aviv | October 4, 2019

Cyren Ltd.

10 Ha-Menofim Street

Herzliya 4672561

Israel

Ladies and Gentlemen:

We have acted as counsel to Cyren Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the issuance and sale of an aggregate of 7,240,808 ordinary shares, NIS 0.15 par value per share of the Company (the “Ordinary Shares”), being offered by the Company, pursuant to a certain rights offering to the holders of the Company’s Ordinary Shares (the “Rights Offering Shares”).  The Rights Offering Shares are being issued pursuant to a registration statement on Form S-3 (Registration Statement No. 333-233316) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and the prospectus dated August 16, 2019 (“Base Prospectus”), as well as the prospectus supplement dated October 4, 2019 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Securities Act. The Registration Statement, Base Prospectus and Prospectus Supplement, shall collectively be referred to as the “Prospectus”.

In connection herewith, we have examined and relied without investigation as to matters of fact upon the Prospectus and the exhibits thereto, and such certificates, statements and results of inquiries of public officials and officers and representatives of the Company and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates and instruments as we have deemed necessary or appropriate to enable us to render the opinions expressed herein. We have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies.

 

Based upon the foregoing, in reliance thereon and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein and the effectiveness of the Registration Statement under the Act, we are of the opinion that:

The Rights Offering Shares to be issued under the terms of the Rights Offering, have been duly authorized and, when delivered and paid for in accordance with the Rights Offering will be validly issued, fully paid, and nonassessable.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than Israel. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

               Very truly yours,

/s/Yigal Arnon & Co.

               Yigal Arnon & Co.

 

EX-99.1

Exhibit 99.1

FORM OF INSTRUCTIONS AS TO USE OF CYREN LTD.

SUBSCRIPTION RIGHTS CERTIFICATES

CONSULT THE INFORMATION AGENT, YOUR BANK OR YOUR BROKER AS TO ANY QUESTIONS

The following instructions relate to a rights offering by Cyren Ltd., an Israeli company (“Company”), to the holders of record of its ordinary shares, as described in the Company’s prospectus supplement dated October 4, 2019 (the “Prospectus”). In this rights offering, you will receive, at no charge, one non-transferable subscription right for every 7.55 ordinary shares owned at the close of business on September 25, 2019. Your rights will be rounded down to the nearest whole number and accordingly, no fractional rights will be issued in the rights offering. We will issue a maximum of 7,240,808 ordinary shares pursuant to the rights offering.

Rights are evidenced by the enclosed rights certificate. The rights will expire, if not exercised prior to 5:00 p.m., New York City time, on Monday, November 4, 2019 (the “Expiration Date”), unless the Company extends the rights offering period.

As described in the accompanying Prospectus, each right entitles the holder to purchase, at a price of $1.73 per share, one ordinary share. Holders who fully exercise their basic subscription rights will be entitled to subscribe for additional rights that remain unsubscribed as a result of any unexercised basic subscription rights, which we refer to as the over-subscription right. If an insufficient number of shares are available to satisfy fully the over-subscription requests, then the available shares will be distributed proportionately among subscription rights holders who exercised their over subscription right, based on the number of over-subscription rights to which they subscribed. Rights may only be exercised for whole numbers of ordinary shares; no fractional ordinary shares will be issued in the rights offering.

The subscription rights will expire if they are not exercised by 5:00 p.m., New York City time, on Monday, November 4, 2019, unless the Company extends the rights offering period. In addition, the Company may terminate or cancel the rights offering at any time prior to its expiration. If the rights offering is terminated, the Company will return your subscription price payment, but without any payment of interest.

Each holder is required to submit payment in full for all the shares he/she wishes to buy pursuant to the basic subscription right and the over-subscription right. Because we will not know the total number of unsubscribed shares prior to the expiration of this rights offering, if you wish to maximize the number of shares you purchase pursuant to your over-subscription right, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of ordinary shares that may be available to you assuming you exercise all of your basic subscription right and are allotted the full amount of your over-subscription as elected by you.

The number of subscription rights to which you are entitled is printed on the face of your rights certificate.  You should indicate your wishes with regard to the exercise of your subscription rights by completing the appropriate section on the back of your rights certificate and returning the subscription rights certificate to the subscription agent in the envelope provided.

1. Method of Subscription—Exercise of Rights for Record Holders

Your prompt action is requested. To exercise the rights, you should properly complete and sign your rights exercise form, any other subscription documents and payment by mail, hand or overnight courier to the subscription agent, American Stock Transfer & Trust Company, LLC, at the following address:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

Payment may be made by:

● U.S. postal money order or bank check drawn on a United States or foreign bank or branch and payable to “American Stock Transfer & Trust Company, LLC, as Subscription Agent for Cyren Ltd.” or

● Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this rights offering at JP Morgan Chase, SWIFT Code CHASUS33, ABA # 021000021, Account # 530-354616, with reference to “AST as Subscription Agent for Cyren/[rights holder’s name]”.

Payments must be made in full in United States currency. Personal checks are not accepted. The subscription agent will segregate all funds received prior to the final payment date pending proration and distribution of the ordinary shares. Payment received after the expiration of this rights offering may not be honored, and the subscription agent will return your payment to you promptly without interest.

Do not send rights exercise forms or payments directly to Cyren Ltd. The Company will not consider your subscription received until the subscription agent has received delivery of a properly completed and duly executed rights exercise form and other subscription documents and payment of the full subscription amount. The risk of delivery of all documents and payments is borne by you or your nominee, not by the subscription agent or the Company.

You are solely responsible for completing delivery to the subscription agent of your subscription materials. The subscription materials are to be received by the subscription agent on or prior to 5:00 p.m., New York City time, on Monday, November 4, 2019. We urge you to allow sufficient time for delivery of your subscription materials to the subscription agent. A holder cannot revoke the exercise of rights. However, if we amend the rights offering to allow for an extension of the rights offering for a period of more than 30 days or make a fundamental change to the terms of the rights offering set forth in the prospectus, you may cancel your subscription and receive a refund of any money you have advanced.

Rights not exercised prior to the Expiration Date will expire.

Delivery to an address other than the above does not constitute valid delivery and, accordingly, may be rejected by us. If U.S. mail is used, we recommend using registered mail, properly insured, with return receipt requested.

Beneficial Owners who are Not Record Holders. If you are a beneficial owner of ordinary shares that are registered in the name of a broker, dealer, custodian bank or other nominee, you will not receive a rights exercise form. Instead, one subscription right will be issued to the nominee record holder for every 7.55 ordinary shares that you own at the record date. The Company will ask your record holder to notify you of this rights offering, but the Company is not responsible for the failure of your record holder to contact you. If you are not contacted by your broker, dealer, custodian bank or other nominee, you should promptly contact your broker, dealer, custodian bank or other nominee in order to subscribe for ordinary shares in this rights offering. If you hold your ordinary shares in the name of a broker, dealer, custodian bank or other nominee, your nominee will exercise the subscription rights on your behalf in accordance with your instructions. Your nominee may establish a deadline that may be before the 5:00 p.m., New York time, Monday, November 4, 2019 Expiration Date the Company has established for this rights offering.

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Nominee Holders. If you are a broker, a trustee or a depositary for securities that holds ordinary shares for the account of others as a nominee holder, you should notify the respective beneficial owners of such shares as soon as possible of the issuance of the rights to find out such beneficial owners’ intentions. You should obtain instructions from the beneficial owner with respect to the rights, as set forth in the instructions we have provided to you for your distribution to beneficial owners. If the beneficial owner so instructs, you should complete the appropriate subscription certificates. A nominee holder that holds shares for the account(s) of more than one beneficial owner may exercise the number of rights to which all such beneficial owners in the aggregate otherwise would have been entitled if they had been direct record holders of ordinary shares on the record date, so long as the nominee submits the appropriate subscription certificates and certifications and proper payment to the Company.

Brokers, dealers, custodian banks or other nominees who exercise the subscription right on behalf of beneficial owners of rights will be required to certify to the subscription agent and the Company as to the aggregate number or rights that have been exercised pursuant to the subscription right by each beneficial owner rights (including such nominee itself) on whose behalf such nominee holder is acting.

Insufficient or Excess Payment. If you do not indicate the number of subscription rights being exercised, or the subscription agent does not receive the full subscription payment for the number of subscription rights that you indicate are being exercised, then you will be deemed to have exercised the maximum number of subscription rights that may be exercised with the aggregate subscription payment you delivered to the subscription agent. If the subscription agent does not apply your full subscription payment to your purchase of ordinary shares, any excess subscription payment received by the subscription agent will be returned promptly without interest.

2. Delivery of Share Certificates and Excess Payment

The following deliveries and payments will be made in the name and address shown on the face of your rights certificate, unless you provide instructions to the contrary in your rights certificate.

(a) Ordinary Shares. The issuance of ordinary shares purchased in the rights offering will be made as soon as practicable after the Expiration Date.

If you are a holder of record of ordinary shares, all ordinary shares that are purchased by you in the rights offering will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration account statement from American Stock Transfer & Trust Company, LLC, our transfer agent, reflecting ownership of these securities.

Beneficial owners of our ordinary shares whose shares are held by a nominee, such as a broker, dealer or bank, rather than in their own name, will have any ordinary shares acquired in the rights offering credited to the account of such nominee on such date. Shareholders whose ordinary shares are held of record by Cede & Co. on their behalf or on behalf of their broker, dealer, bank or other nominee that is a DTC member will have any ordinary shares that they acquire in the rights offering issued in the name of Cede & Co.

(b) Excess Subscription Payments. As soon as practicable after the Expiration Date and after all prorations and adjustments contemplated by the terms of the rights offering have been effected, any excess subscription payments received by the subscription agent will be mailed to each holder, without interest.

3. Sale or Transfer of Rights

The subscription rights may not be sold or transferred except by operation of law and will not be tradable on any trading market.

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4. Execution

(a) Execution by Registered Holder. The signature on the rights certificate must correspond with the name(s) of the registered holder exactly as it appears on the face of the rights certificate, without any alteration or change whatsoever. Persons who sign the rights certificate in a representative or other fiduciary capacity must indicate their capacity when signing and, unless waived by the subscription agent in its sole and absolute discretion, must present to the subscription agent satisfactory evidence of their authority to so act.

(b) Execution by a Person Other than the Registered Holder. If the rights certificate is signed by a person other than the holder named on the face of the rights certificate, proper evidence of authority of the person executing the rights certificate must accompany the same unless, for good cause, the subscription agent dispenses with proof of authority.

(c) Signature Guarantees. Your signature must be guaranteed in “Section 4: Signature Guarantee” of the Rights Certificate, by an Eligible Institution who is a member in a Medallion Program approved by the Securities Transfer Association, Inc., as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, if you specify special issuance or delivery instructions in Section 2 of the rights certificate.

5. Method of Delivery

The method of delivery of the rights certificate and payment of the subscription price to the subscription agent will be at the election and risk of the participating rights holders but if sent by mail it is recommended that such certificates and payments be sent by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription agent and clearance of payment prior to 5:00 p.m., New York City time, on Monday, November 4, 2019.

6. General

All questions as to the timeliness, validity, form, eligibility (including times of receipt and matters pertaining to beneficial ownership) and the acceptance of subscription forms and the subscription price will be determined by the Company, which determinations will be final and binding. No alternative, conditional or contingent subscriptions will be accepted.

The Company reserves the right to reject any exercise if such exercise is not in accordance with the terms of the rights offering or not in proper form or if the acceptance thereof or the issuance of its ordinary shares thereto could be deemed unlawful. The Company reserves the right to waive any deficiency or irregularity with respect to any rights certificate. Subscriptions will not be deemed to have been received or accepted until all irregularities have been waived or cured within such time as the Company determines in its sole discretion. The Company will not be under any duty to give notification of any defect or irregularity in connection with the submission of subscription rights certificates or incur any liability for failure to give such notification.

7. Substitute Form W-9

YOU ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES CONTAINED OR REFERRED TO HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES, (B) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTION OR MATTERS DISCUSSED HEREIN, AND (C) THE TAXPAYER SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Each holder who elects to exercise subscription rights should provide the subscription agent with a correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9, a copy of which is being furnished to each record holder. Additional copies of Substitute Form W-9 may be obtained upon request from the subscription agent at the address set forth above or by contacting the information agent. Failure to provide the information on the form may subject such record holder to a $50.00 penalty for each such failure and to U.S. federal income tax backup withholding (currently at a 24% rate) with respect to dividends that may be paid by the Company on ordinary shares purchased upon the exercise of subscription rights (for those record holders exercising subscription rights).

Questions?

You should direct any questions or requests for assistance concerning the method of subscribing for the ordinary shares or for additional copies of the Prospectus to the information agent, D.F. King & Co., Inc. at 48 Wall Street, 22nd Floor, New York, NY 10005, by phone at 212-269-5550 or 877-283-0325 or by email at cyren@dfking.com.

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EX-99.2

Exhibit 99.2

FORM OF LETTER TO RECORD HOLDERS

CYREN LTD.

Subscription Rights to Purchase up to 7,240,808 Ordinary Shares

October 4, 2019

Dear Shareholder:

This letter is being distributed by Cyren Ltd. (the “Company”) to all holders of record of its ordinary shares at 5:00 p.m., New York City time, on September 25, 2019 (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) of non-transferable subscription rights to subscribe for and purchase up to 7,240,808 ordinary shares of the Company (the “Shares”). The subscription rights and Shares are described in the accompanying prospectus supplement, dated October 4, 2019 to a prospectus dated August 16, 2019 (collectively, the “Prospectus”).

As described in the Prospectus, the Company will distribute to each shareholder one right for every 7.55 ordinary shares owned on the Record Date. Your rights will be rounded down to the nearest whole number and accordingly, no fractional rights will be issued in the Rights Offering. Each right entitles the holder to purchase, at a price of $1.73 per share, one Share. Holders who fully exercise their basic subscription rights will be entitled to subscribe for additional rights that remain unsubscribed as a result of any unexercised basic subscription rights, which the Company refers to as the over-subscription right. If an insufficient number of Shares are available to satisfy fully the over-subscription requests, then the available Shares will be distributed proportionately among subscription rights holders who exercised their over subscription right, based on the number of over-subscription rights to which they subscribed. Rights may only be exercised for whole numbers of Shares; no fractional Shares will be issued in the rights offering. To the extent you exercise your over-subscription right for Shares that exceeds the number of the unsubscribed Shares available to you, any excess subscription payment received by American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) will be returned promptly without interest. In addition, the Company may terminate or cancel the Rights Offering at any time prior to its expiration. If the Rights Offering is terminated, the Company will return your subscription price payment, without any payment of interest.

As further described in the Prospectus, WP XII Investments B.V., an entity controlled by funds affiliated with Warburg Pincus LLC, our controlling shareholder, has provided a commitment letter pursuant to which it committed to exercise its basic subscription rights and its over-subscription rights for an aggregate subscription of no less than $8 million of Shares in the Rights Offering.

The rights will expire if they are not exercised by 5:00 p.m., New York City time, on Monday, November 4, 2019, unless we extend the Rights Offering period (the “Expiration Date”). Exercising the rights and investing in the Shares involves a high degree of risk. We urge you to carefully read the section entitled “Risk Factors” in the Prospectus and all other information included or incorporated by reference in the Prospectus in its entirety before you decide whether to exercise your rights.

You will be required to submit payment in full for all the Shares you wish to buy with your basic subscription right and your over-subscription right. Because we will not know the total number of unsubscribed Shares prior to the expiration of the offering, if you wish to maximize the number of Shares you may purchase pursuant to your over-subscription right, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of Shares which assumes that no other shareholder purchases any Shares pursuant to their basic subscription right and over-subscription right. Any excess subscription payments received by the Subscription Agent will be returned, without interest, as soon as practicable.

The Company can provide no assurances that you will actually be able to purchase the number of Shares issuable upon the exercise of your over-subscription right in full. The Company will only honor an over-subscription right to the extent sufficient Shares are available following the exercise of subscription rights under the basic subscription right, subject to the limitations set forth above.

The rights are evidenced by a non-transferable rights certificate (the “Rights Certificate”) registered in your name.

Enclosed are copies of the following documents:

1. The Prospectus;

2. A Rights Certificate evidencing the rights for which you are the holder of record;

3. Instructions as to the Use of Cyren Ltd. Rights Certificate; and

4. A return envelope addressed to the Subscription Agent.

Your prompt action is requested. To exercise the rights, you should deliver the properly completed and signed Rights Certificate with payment of the subscription price in full for each Share subscribed for pursuant to the basic subscription right and the over-subscription right, to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Rights Certificate with payment of the subscription price, including final clearance of any checks, prior to the Expiration Date. A rights holder cannot revoke the exercise of its rights, except under the limited circumstances described in the Prospectus. Rights not exercised prior to the Expiration Date will expire.

Additional copies of the enclosed materials may be obtained from D.F. King & Co., the information agent for the Rights Offering. The information agent’s telephone number is 212-269-5550 or 877-283-0325. Any questions or requests for assistance concerning the Rights Offering should be directed to the information agent.

Very truly yours,

Cyren Ltd.

EX-99.3

Exhibit 99.3

FORM OF LETTER TO NOMINEE HOLDERS

CYREN LTD.

Subscription Rights to Purchase up to 7,240,808 Ordinary Shares

October 4, 2019

To Securities Dealers, Commercial Banks,

Trust Companies and Other Nominees:

This letter is being distributed by Cyren Ltd. (the “Company”) to securities dealers, commercial banks, trust companies and other nominees in connection with a distribution in a rights offering (the “Rights Offering”) of non-transferable subscription rights to subscribe for and purchase up to 7,240,808 ordinary shares of the Company (“Shares”) distributed to all holders of record of ordinary shares at 5:00 p.m., New York City time, on September 25, 2019 (the “Record Date”). The rights and Shares are described in the accompanying offering prospectus supplement, dated October 4, 2019 to a prospectus dated August 16, 2019 (collectively, the “Prospectus”).

As described in the Prospectus, the Company will distribute to each shareholder one right for every 7.55 ordinary shares owned on the Record Date. A holder’s rights will be rounded down to the nearest whole number and accordingly, no fractional rights will be issued in the Rights Offering. Each right entitles the holder to purchase, at a price of $1.73 per share, one Share. Holders who fully exercise their basic subscription rights will be entitled to subscribe for additional rights that remain unsubscribed as a result of any unexercised basic subscription rights, which the Company refers to as the over-subscription right. If an insufficient number of Shares are available to satisfy fully the over-subscription requests, then the available Shares will be distributed proportionately among subscription rights holders who exercised their over subscription right, based on the number of over-subscription rights to which they subscribed. Rights may only be exercised for whole numbers of Shares; no fractional Shares will be issued in the Rights Offering. To the extent a holder exercises its over-subscription right for an amount of Shares that exceeds the number of the unsubscribed Shares available to it, any excess subscription payment received by American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) will be returned promptly without interest. In addition, the Company may terminate or cancel the Rights Offering at any time prior to its expiration. If the Rights Offering is terminated, the Company will return the holder’s subscription price payment, without any payment of interest.

As further described in the Prospectus, WP XII Investments B.V., an entity controlled by funds affiliated with Warburg Pincus LLC, our controlling shareholder, has provided a commitment letter pursuant to which it committed to exercise its basic subscription rights and its over-subscription rights for an aggregate subscription of no less than $8 million of Shares in the Rights Offering.

The rights will expire if they are not exercised by 5:00 p.m., New York City time, on Monday, November 4, 2019, unless we extend the Rights Offering period (the “Expiration Date”). Exercising the rights and investing in the Shares involves a high degree of risk. We urge each holder to carefully read the section entitled “Risk Factors” in the Prospectus and all other information included or incorporated by reference in the Prospectus in its entirety before deciding whether to exercise Rights.

Each holder will be required to submit payment in full for all the Shares it wishes to buy with its basic subscription right and its over-subscription right. Because we will not know the total number of unsubscribed Shares prior to the expiration of the offering, if the holder wishes to maximize the number of Shares it may purchase pursuant to its over-subscription right, it will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of Shares which assumes that no other shareholder purchases any Shares pursuant to their basic subscription right and over-subscription right. Any excess subscription payments received by the Subscription Agent will be returned, without interest, as soon as practicable.

The Company can provide no assurances that each rights holder will actually be able to purchase the number of Shares issuable upon the exercise of its over-subscription right in full. The Company will only honor an over-subscription right to the extent sufficient Shares are available following the exercise of subscription rights under the basic subscription right, subject to the limitations set forth above.

The rights are non-transferable during the course of the Rights Offering.

The Company is asking persons who beneficially own ordinary shares and who have received the rights distributable with respect to those shares through a broker, dealer, commercial bank, trust company or other nominee, as well as persons who hold their ordinary share certificates directly and prefer to have such institutions exercise the rights on their behalf, to contact the appropriate institution or nominee and request it to effect the exercise for them.

All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the Subscription Agent, incurred in connection with the exercise of the rights will be for the account of the holder of the Rights, and none of such commissions, fees or expenses will be paid by the Company or the Subscription Agent.

Enclosed are copies of the following documents:

1. The Prospectus;

2. Instructions as to the Use of Cyren Ltd. Rights Certificates;

3. A form of letter which may be sent to your clients for whose accounts you hold ordinary shares registered in your name or the name of your nominee (including a beneficial owner election form), with an attached form of instruction;

4. Nominee Holder Certification; and

5. A return envelope addressed to the Subscription Agent.

Your prompt action is requested. To exercise the Rights, you should deliver the properly completed and signed Nominee Holder Certification, with payment of the subscription price in full for each Share subscribed for pursuant to the basic subscription right and the over-subscription right, to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Nominee Holder Certification with payment of the subscription price, including final clearance of any checks, prior to the Expiration Date. A rights holder cannot revoke the exercise of its Rights, except under the limited circumstances described in the Prospectus. Rights not exercised prior to the Expiration Date will expire.

Additional copies of the enclosed materials may be obtained from D.F. King & Co., the information agent for the Rights Offering. The information agent’s telephone number is 212-269-5550 or 877-283-0325. Any questions or requests for assistance concerning the Rights Offering should be directed to the information agent.

Very truly yours,

Cyren Ltd.

EX-99.4

Exhibit 99.4

FORM OF LETTER TO CLIENTS OF NOMINEE HOLDERS

CYREN LTD.

Subscription Rights to Purchase up to 7,240,808 Ordinary Shares

October 4, 2019

To Our Clients:

Enclosed for your consideration is a prospectus supplement, dated October 4, 2019 to a prospectus dated August 16, 2019 (collectively, the “Prospectus”), which relates to the offering (the “Rights Offering”) of Cyren Ltd. (the “Company”) of non-transferable subscription rights to subscribe for and purchase up to 7,240,808 ordinary shares of the Company (“Shares”) distributed to all holders of record of ordinary shares at 5:00 p.m., New York City time, on September 25, 2019 (the “Record Date”). The rights and Shares are described in the accompanying Prospectus.

As described in the Prospectus, the Company will distribute to each shareholder one right for every 7.55 ordinary shares owned on the Record Date. A holder’s rights will be rounded down to the nearest whole number and accordingly, no fractional rights will be issued in the Rights Offering. Each right entitles the holder to purchase, at a price of $1.73 per share, one Share. Holders who fully exercise their basic subscription rights will be entitled to subscribe for additional rights that remain unsubscribed as a result of any unexercised basic subscription rights, which the Company refers to as the over-subscription right. If an insufficient number of Shares are available to satisfy fully the over-subscription requests, then the available Shares will be distributed proportionately among subscription rights holders who exercised their over subscription right, based on the number of over-subscription rights to which they subscribed. Rights may only be exercised for whole numbers of Shares; no fractional Shares will be issued in the rights offering. To the extent a holder exercises its over-subscription right for an amount of Shares that exceeds the number of the unsubscribed Shares available to it, any excess subscription payment received by American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) will be returned promptly without interest. In addition, the Company may terminate or cancel the Rights Offering at any time prior to its expiration. If the Rights Offering is terminated, the Company will return the holder’s subscription price payment, without any payment of interest.

As further described in the Prospectus, WP XII Investments B.V., an entity controlled by funds affiliated with Warburg Pincus LLC, our controlling shareholder, has provided a commitment letter pursuant to which it committed to exercise its basic subscription rights and its over-subscription rights for an aggregate subscription of no less than $8 million of Shares in the Rights Offering.

The rights will expire if they are not exercised by 5:00 p.m., New York City time, on Monday, November 4, 2019, unless the Company extends the Rights Offering period (the “Expiration Date”). Exercising the rights and investing in the Shares involves a high degree of risk. We urge you to carefully read the section entitled “Risk Factors” in the Prospectus and all other information included or incorporated by reference in the Prospectus in its entirety before you decide whether to exercise your rights.

You will be required to submit payment in full for all the Shares you wish to buy with your basic subscription right and your over-subscription right. Because we will not know the total number of unsubscribed Shares prior to the expiration of the offering, if you wish to maximize the number of Shares you may purchase pursuant to your over-subscription right, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of Shares which assumes that no other shareholder purchases any Shares pursuant to their basic subscription right and over-subscription right. Any excess subscription payments received by the Subscription Agent will be returned, without interest, as soon as practicable.

The Company cannot assure you that you will actually be able to purchase the number of Shares issuable upon the exercise of your over-subscription right in full. The Company will only honor an over-subscription right to the extent sufficient Shares are available following the exercise of subscription rights under the basic subscription right, subject to the limitations set forth above.

The rights are non-transferable during the course of the Rights Offering.

THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF ORDINARY SHARES CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES AND SALES OF RIGHTS MAY BE MADE ONLY BY US AS THE RECORD HOLDER AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to elect to subscribe for Shares to which you are entitled pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus. However, we urge you to read the Prospectus carefully before instructing us to exercise your rights.

If you wish to have us, on your behalf, exercise the rights for any Shares to which you are entitled, please so instruct us by completing, executing and returning to us the instruction form accompanied by this letter.

Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise your rights on your behalf in accordance with the provisions of the Rights Offering. The Rights Offering will expire at the Expiration Date. Once you have exercised your rights, such exercise may not be revoked, except under the limited circumstances described in the Prospectus.

Additional copies of the enclosed materials may be obtained from D.F. King & Co., the information agent for the Rights Offering. The information agent’s telephone number is 877-283-0325. Any questions or requests for assistance concerning the Rights Offering should be directed to the information agent.

EX-99.5

Exhibit 99.5

BENEFICIAL OWNER ELECTION FORM

The undersigned acknowledge(s) receipt of your letter and the enclosed materials relating to the grant of non-transferable rights (the “Rights”) to subscribe for and purchase up to 7,240,808 ordinary shares (“Shares”) of Cyren Ltd. (the “Company”).

With respect to any instructions to exercise (or not to exercise) Rights, the undersigned acknowledges that this form must be completed and returned such that it will actually be received by you by 5:00 p.m., New York City time, on Friday, November 1, 2019, the last business day prior to the scheduled expiration date of the rights offering of Monday, November 4, 2019 (which may be extended by the Company).

This will instruct you whether to exercise Rights to purchase Shares distributed with respect to the ordinary shares held by you as record holder for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the prospectus supplement, dated October 4, 2019 to the prospectus dated August 16, 2019 (collectively, the “Prospectus”).

I (we) hereby instruct you as follows:

(CHECK THE APPLICABLE BOXES AND PROVIDE ALL REQUIRED INFORMATION)

Box 1. ☐ Please DO NOT EXERCISE RIGHTS for Shares.

Box 2. ☐ Please EXERCISE RIGHTS for Shares as set forth below:

	Number of Shares Subscribed For		Subscription Price			Payment
Basic Subscription Right		x	$	1.73	=	$		(Line 1)
Over-Subscription Right		x	$	1.73	=	$		(Line 2)
Total Payment Required					=	$
							(Sum of Lines 1 and 2)

* The over-subscription right may be exercised if you fully exercise the basic subscription right. As described in the Prospectus, the over-subscription right is subject to proration.  No fractional Shares will be issued in the rights offering.

Box 3. ☐ Payment in the following amount is enclosed: $            

Box 4. ☐ Please deduct payment of $             from the following account maintained by you as follows:

(The total of Box 3 and Box 4 must equal the total payment specified above.)

Type of Account                                                       Account No.                                                      

I (we) on my (our) own behalf, or on behalf of any person(s) on whose behalf, or under whose directions, I am (we are) signing this form:

● irrevocably elect to purchase the number of Shares indicated above upon the terms and conditions specified in the Prospectus; and

● agree that if I (we) fail to pay for the Shares I (we) have elected to purchase, you may exercise any remedies available to you under law.

Name of beneficial owner (s):

Signature of beneficial owner (s):

If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or another acting in a fiduciary or representative capacity, please provide the following information:

Name:

Capacity:

Address (including Zip Code):

Telephone Number:

EX-99.6

Exhibit 99.6

NOMINEE HOLDER CERTIFICATION

CYREN LTD.

The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of non-transferable rights (the “Rights”) to subscribe for and purchase up to 7,240,808 ordinary shares (“Shares”) of Cyren Ltd. (the “Company”) pursuant to the rights offering described and provided for in the Company’s prospectus supplement, dated October 4, 2019 to a prospectus dated August 16, 2019 (collectively, the “Prospectus”), hereby certifies to the Company, American Stock Transfer & Trust Company, LLC, as subscription agent for the rights offering, and to D.F. King & Co., as information agent for the rights offering, that (1) the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of Rights specified below pursuant to the basic subscription right (as defined in the Prospectus), and on behalf of beneficial owners of Rights who have subscribed for the purchase of Shares pursuant to the over-subscription right (as defined in the Prospectus), the number of Shares specified below pursuant to the over-subscription right, listing separately below each such exercised basic subscription right and over-subscription right (without identifying any such beneficial owner), and (2) to the extent a beneficial owner has elected to subscribe for Shares pursuant to the over-subscription right, each such beneficial owner’s basic subscription right has been exercised in full:

Number of Ordinary Shares Owned on the Record Date	Rights Exercised Pursuant to Basic Subscription Right	Number of Shares Subscribed for Pursuant to Over- Subscription Right
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

Provide the following information if applicable:

Depository Trust Company (“DTC”)

Participant Number

[NAME OF NOMINEE]

By

Name:

Title:

DTC Basic Subscription Confirmation Number(s)

EX-99.7

Exhibit 99.7

RIGHTS CERTIFICATE #: NUMBER OF RIGHTS

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT

DATED OCTOBER 4, 2019 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF

THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING & CO., INC., THE INFORMATION AGENT.

Cyren Ltd.

Incorporated under the laws of the State of Israel

NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE

Evidencing Non-Transferable Subscription Rights to Purchase Ordinary Shares of Cyren Ltd.

Subscription Price:    $1.73 per Share

THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME,

ON NOVEMBER 4, 2019 UNLESS EXTENDED BY THE COMPANY

REGISTERED OWNER

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase one ordinary share with a par value of NIS 0.15 per share, of Cyren Ltd., an Israeli company, at a subscription price of $1.73 per share (the “Basic Subscription Right”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus Supplement and the “Instructions as to Use of Cyren Ltd. Subscription Rights Certificates” accompanying this Subscription Rights Certificate. If any ordinary shares available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Right (the “Excess Shares”), any Rights holder that exercises its Basic Subscription Right in full may subscribe for a number of Excess Shares pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus Supplement (the “Over-Subscription Right”). The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each ordinary share in accordance with the “Instructions as to Use of Cyren Ltd. Subscription Rights Certificates” that accompany this Subscription Rights Certificate.

This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar. Witness the seal of Cyren Ltd, and the signatures of its duly authorized officers.

Dated: October 4, 2019

Brett Jackson	Michael Myshrall
Chief Executive Officer	Chief Financial Officer

DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

Delivery other than in the manner or to the address listed below will not constitute valid delivery.

If delivering by mail, hand or overnight courier:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15^th Avenue

Brooklyn, New York 11219

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS   To subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 3 below. To subscribe for shares pursuant to your Over-Subscription Right, please also complete line (b) and sign under Form 3 below. To the extent you subscribe for more Shares than you are entitled under either the Basic Subscription Right or the Over-Subscription Right, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription Right or Over-Subscription Right, as applicable.   (a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:   I apply for ___________ shares  x  $ 1.73                   =  $ ___________                  (no. of new shares)     (subscription price)    (amount enclosed)   (b) EXERCISE OF OVER-SUBSCRIPTION RIGHT   If you have exercised your Basic Subscription Right in full and wish to subscribe for additional ordinary shares pursuant to your Over-Subscription Right:   I apply for ___________ shares  x  $ 1.73                   =  $ ___________                     (no. of new shares)     (subscription price)    (amount enclosed)    (c) Total Amount of Payment Enclosed = $__________________   METHOD OF PAYMENT (CHECK ONE)   ☐  Check or bank draft payable to “American Stock Transfer & Trust Company, LLC as Subscription Agent.”   ☐  Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent for Cyren Ltd., for purposes of accepting subscriptions in this rights offering at JP Morgan Chase, SWIFT Code CHASUS33, ABA # 021000021, Account # 530-354616, with reference to “AST as Subscription Agent for Cyren/[rights holder’s name]”. FORM 2-DELIVERY TO DIFFERENT ADDRESS   If you wish for the ordinary shares underlying your subscription rights, a certificate representing unexercised subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4. ______________________________________________________ ______________________________________________________ ______________________________________________________   FORM 3-SIGNATURE   TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated herein on the terms and conditions specified in the Prospectus. I agree to cooperate with the Company and provide to the Company any and all information requested by the Company in connection with the exercise of the rights granted in the previous sentence.   Signature(s): ____________________________________________   IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.   FORM 4-SIGNATURE GUARANTEE   This form must be completed if you have completed any portion of Form 2 above.   Signature Guaranteed: _____________________________________                                       (Name of Bank or Firm)   By: __________________________________________________      (Signature of Officer)   IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

FOR INSTRUCTIONS ON THE USE OF CYREN LTD. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT D.F. KING & CO., INC., THE INFORMATION AGENT, AT 212-269-5550 or 877-283-0325.

EX-99.8

Exhibit 99.8

 

PRESS RELEASE 

Cyren Announces Commencement of Rights Offering

McLean, Va. – October 4, 2019 – Cyren (NASDAQ: CYRN) (the “Company”) announced today that it has commenced the previously announced rights offering to raise gross proceeds of approximately $12.5 million (the “Rights Offering”). Under the terms of the Rights Offering, the holders of the Company’s ordinary shares as of 5:00 p.m., New York City time, on September 25, 2019, the record date for the Rights Offering, will receive one subscription right (a “Right”) for every 7.55 ordinary shares held, as more fully described in the prospectus supplement, filed today. Each Right will entitle a holder to purchase one ordinary share at a subscription price of $1.73 per share. A maximum of 7,240,808 ordinary shares will be issued pursuant to the Rights Offering, representing approximately 13.2% of the currently issued and outstanding ordinary shares. No fractional Rights will be issued in the Rights Offering; any fractional Rights will be rounded down to the nearest whole Right. The Rights Offering also includes an over-subscription right which entitles all shareholders to purchase additional ordinary shares that remain unsubscribed for at the expiration of the Rights Offering. The Company expects to use the proceeds from the Rights Offering for general working capital purposes.

The Company’s majority shareholder, WP XII Investments B.V., an entity controlled by funds affiliated with Warburg Pincus, LLC (“Warburg Pincus”) has provided a commitment letter to the Company in which it committed to subscribe for ordinary shares for an aggregate amount of at least $8,000,000 of ordinary shares pursuant to its basic subscription rights and over-subscription rights. Warburg Pincus will not receive any fee in connection with its commitment.

The Rights Offering is expected to expire at 5:00 p.m., New York City time, on November 4, 2019. The Company reserves the right to cancel, terminate, extend or amend the Rights Offering at any time prior to its expiration. The Company has engaged D.F. King & Co., Inc., to act as information agent with respect to the Rights Offering. For questions regarding the Rights Offering, or to obtain copies of the Rights Offering prospectus and any related materials, please contact D.F. King & Co. at cyren@dfking.com or by telephone at 212-269-5550 (for banks and brokers) or toll free at 877-283-0325.

The Rights Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Reg. No. 333-233316) on file with the Securities and Exchange Commission (“SEC”) and the prospectus supplement relating to the Rights Offering, filed today. Before you invest, you should read the prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and the Rights Offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Rights, ordinary shares or any other securities, nor will there be any sale of the Rights, ordinary shares or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Cyren:

More than 1.3 billion users around the world rely on Cyren’s 100% cloud security solutions to protect them against cyber attacks and data loss every day. Powered by the world’s largest security cloud, Cyren (NASDAQ: CYRN) delivers fast time-to-protection with award-winning email security, cloud sandboxing and DNS filtering services for business, and threat intelligence solutions for service providers and security vendors like Microsoft, Google and Check Point. Learn more at www.cyren.com.

Blog: http://blog.cyren.com

Facebook: www.facebook.com/CyrenWeb

LinkedIn: www.linkedin.com/company/cyren

Twitter: www.twitter.com/CyrenInc

Forward Looking Statements

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, such as (i) expectations regarding plans, amounts and timing for the Rights Offering, (ii) expectations regarding Warburg Pincus’ commitment, (iii) the anticipated use of proceeds derived the Rights Offering, and (iv) expectations regarding participation in the Rights Offering. 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 the risk that the Rights Offering is not completed, the Company’s ability to manage the Rights Offering successfully, Warburg Pincus’ ability to perform its commitment, adverse conditions in the national and global financial markets, business conditions and growth or deterioration in the internet security market, technological developments, increased competition or its ability to anticipate or effectively react to competitive challenges, the Company’s ability to retain key personnel and 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
Mike Myshrall, CFO
Cyren
+1.703.760.3320
mike.myshrall@cyren.com

Media Contact
Matthew Zintel
Zintel Public Relations
+1.281.444.1590
matthew.zintel@zintelpr.com