Item 1.03 Bankruptcy or Receivership.
Following the Company's unsuccessful efforts to sell its assets or raise more
capital to continue its operations, on February 20, 2023, the board of directors
of Cyren Ltd. (the "Company") reached the conclusion that the Company is
insolvent and lacks the funds to continue as a going concern. Accordingly, the
Company's board of directors resolved to cease all activities of the Company and
its subsidiaries, terminate the employment of all remaining employees of the
Company and its subsidiaries, apply for liquidation procedures of the Company in
Israel by appointment of a third-party trustee, in accordance with applicable
law, and commence applicable liquidation, assignment and/or insolvency
proceedings for each of the subsidiaries of the Company.
The Company intends to commence a voluntary bankruptcy proceeding in Israel by
filing an insolvency application with the Tel Aviv District Court. The Company
also approved (i) its US subsidiary, Cyren, Inc. commencing a general assignment
for the benefit of creditors and (ii) the commencement of liquidation
proceedings by its subsidiaries in the United Kingdom, Germany and Iceland in
accordance with the applicable laws of those jurisdictions.
The Company has notified Nasdaq of the foregoing and expects that its ordinary
shares will cease trading on Nasdaq upon such date that Nasdaq determines, and
that Nasdaq will subsequently file a Form 25 with the United States Securities
and Exchange Commission (the "SEC") to delist the Company's ordinary shares. The
Company expects to cease reporting as a public reporting company.
The Company cautions that trading in its ordinary shares is highly speculative
and poses substantial risks. Trading prices may bear little or no relationship
to the actual recovery, if any, by holders of the Company's securities.
A copy of the press release issued by the Company on February 22, 2023
announcing the winding down of its business is attached hereto as Exhibit 99.1
and incorporated herein by reference.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The Company's filing for insolvency proceedings accelerates the obligations,
among other things, under the following instruments:
? the Company's 5.75% Convertible Debentures due March 19, 2024 (the
"Convertible Debentures"). Holders of the Convertible Debentures have a right to
declare an event of default. Following an event of default under the Convertible
Debentures, the Convertible Debentures would become the immediately due and
payable. As of the date hereof, the aggregate outstanding principal amount, plus
accrued and unpaid interest and other amounts owed in respect thereof, owed to
all purchasers under the Convertible Debentures is approximately $9.2 million.
? the Company's lease agreement for its principal executive office in Herzilya,
Israel (the "Lease"). An event of default under the Lease entitles the landlord
to pursue certain remedies, as described in the Lease. According to a notice
received from the landlord under the Lease, the total amount of remaining
obligations claimed to be remaining under the Lease is approximately ILS 2.9
million (New Israeli Shekel).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 20, 2023, the board of directors of the Company terminated without
cause (i) Brett Jackson, Chief Executive Officer of the Company, (ii) Jeffrey
Dauer, Chief Financial Officer of the Company, and (iii) Brian Dunn, General
Counsel of the Company, effective as of the appointment by the Israeli court of
a liquidating trustee. In addition, each of the Company's directors, Hila Karah,
James Hamilton, David Earhart, John Becker, Cary Davis, Lauren Zletz and Brett
Jackson will cease to be directors of the Company effective as of the date of
the appointment by the Israeli court of a liquidating trustee.
Cautionary Statements Regarding Forward-Looking Information
Certain statements in this Current Report on Form 8-K constitute
"forward-looking statements" within the meaning of the federal securities laws.
These statements are based on management's current opinions, expectations,
beliefs, plans, objectives, assumptions or projections regarding future events
or future results. These forward-looking statements are only predictions, not
historical fact, and involve certain risks and uncertainties, as well as
assumptions. Actual results, levels of activity, performance, achievements and
events could differ materially from those stated, anticipated or implied by such
forward-looking statements. While the Company believes that its assumptions are
reasonable, it is very difficult to predict the impact of known factors, and, of
course, it is impossible to anticipate all factors that could affect actual
results. There are many risks and uncertainties that could cause actual results
to differ materially from forward-looking statements made herein including the
risks discussed under the heading "Risk Factors" in the Company's Annual Report
on Form 10-K for the year ended December 31, 2021 and the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2022 filed with
the SEC, as well as other factors described from time to time in the Company's
filings with the SEC. Such forward-looking statements are made only as of the
date of this Current Report on Form 8-K. The Company undertakes no obligation to
publicly update or revise any forward-looking statement because of new
information, future events or otherwise, except as otherwise required by law. If
it does update one or more forward-looking statements, no inference should be
made that the Company will make additional updates with respect to those or
other forward-looking statements.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits.
99.1 Press Release issued by Cyren Ltd. on February 22 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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