Item 2.01 Completion of Acquisition or Disposition of Assets
As previously disclosed, on June 1, 2022, Cyren Ltd. (the "Company") entered
into a definitive Sale and Purchase Agreement ("SPA") with Content Services
Group GmbH to sell all the equity interests in its legacy secure email gateway
business and wholly owned subsidiary, Cyren GmbH (the "Transaction"). On August
1, 2022, the Company completed the transaction for a total purchase price of EUR
10,000,000 in cash, subject to customary post-closing adjustments. The foregoing
description is qualified in its entirety by reference to the full text of the
SPA, which has been filed as Exhibit 2.1 to this Form 8-K.
Cautionary Statements Regarding Forward-Looking Information
This Report contains forward-looking statements within the meaning of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, including, but not limited to, statements about the Stock Purchase
Agreement. Forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those expected. In
addition to risks and uncertainties disclosed in the Company's other reports it
files with the Securities and Exchange Commission, these risks and uncertainties
include, but are not limited to, the ability to consummate the proposed
transactions; the ability to obtain third party approvals with respect to the
transactions; the possibility that some or all of the conditions to the closing
of the transaction may not be satisfied or waived; and the effects of disruption
from the transaction on our business in general. Investors should consider these
factors before deciding to make or maintain an investment in our securities. The
forward-looking statements included in this Report are based on information
available to the Company as of the date of this Report. The Company expressly
disclaims any intent or obligation to update any forward-looking statements to
reflect subsequent events or circumstances.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
Sale and Purchase Agreement between Cyren Ltd. and Content Services Group
2.1 GmbH
Cyren Ltd. Unaudited Pro Forma Condensed Consolidated Pro Forma Financial
99.1 Statements
Cover Page Interactive Data File (formatted as inline XBRL and contained in
104 Exhibit 101)
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