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 and Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 20, 2019
Cyren
Ltd.
(Exact
name of registrant as specified in its charter)
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Israel
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000-26495
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Not applicable
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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10 Ha-Menofim
5th Floor
Herzliya
Israel
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4672561
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(Address of principal executive offices)
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(Zip Code)
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011-972-9-863-6888
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(Registrant’s telephone number, including area code)
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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))
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 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
February 20, 2019, Cyren Ltd. (the “Company”) announced that Lior Samuelson, Chairman of the Board of Directors (“Chairman”)
and CEO, intends to step down as CEO after transitioning his responsibilities to a successor to be identified in the future by
the Board of Directors. Until further notice, Mr. Samuelson will continue in his roles as Chairman and CEO, and will be involved
in the selection and on-boarding of his successor. The Board of Directors has engaged a leading executive search firm to assist
with this search. Upon transitioning his responsibilities to the new CEO, Mr. Samuelson will continue to serve as Chairman.
Item
7.01 Regulation FD Disclosure.
On February 20, 2019, Cyren Ltd. issued a press release announcing the foregoing. A copy of
the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by
reference.
The
information set forth in this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the
Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Forward-Looking Statements
This Current Report on Form
8-K 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 “will”,
"expect," "plan," "estimate," "anticipate," or "believe" are forward-looking
statements. These statements are based on information available at the time of this Current Report on Form 8-K and the Company
assumes no obligation to update any of them. The statements in this Current Report on Form 8-K are not guarantees of future performance
and actual results could differ materially from current expectations as a result of numerous factors, including the ability of
the Company to locate a successor CEO, business conditions and growth or deterioration in the internet security market, technological
developments, products offered by competitors, 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 Annual Reports on Form 20-F and Form
10-K (when it becomes available) and reports on Form 6-K and Form 8-K, which are available through www.sec.gov.
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
hereunto duly authorized.
Date: February 20, 2019
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CYREN LTD.
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By:
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/s/ J. Michael Myshrall
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J. Michael Myshrall
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Chief Financial Officer
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Exhibit 99.1
PRESS RELEASE
Cyren Announces CEO Transition Plan
- - -
Lior Samuelson will assist in CEO transition
and continue as Chairman of the Board
McLean, Va. – February 20, 2019 –
Cyren
(NASDAQ: CYRN) announced today that Lior Samuelson, Chairman and Chief Executive Officer, intends to step down as CEO after transitioning
his responsibilities to a successor to be identified in the future by the Board of Directors. For now, Mr. Samuelson will continue
in his roles as CEO and Chairman of the Board and will be involved in the selection and on-boarding of his successor. The Board
of Directors has engaged a leading executive search firm to assist with this search. Upon transitioning his responsibilities to
the new CEO, Mr. Samuelson will continue to serve as Chairman of the Company’s Board of Directors.
“Lior has been an invaluable part of Cyren during his tenure.
He initially joined the Company as Chairman of the Board and later stepped into the CEO role. He has enhanced the organization
at every level, adding key leadership talent, developing a new product roadmap in enterprise security and navigating new growth
opportunities. On behalf of the Board of Directors, we want to thank him for his unwavering commitment to this company and we look
forward to continuing to work with him on the Board to drive value for our shareholders,” commented Todd Thomson, Board Member
and Lead Independent Director.
“It has been a privilege serving Cyren over the last 8 years,
both on the Board and as CEO. We have considerable opportunity in front of us and I remain committed to supporting our executive
team to ensure we are well positioned to capitalize on all of our opportunities,” said Lior Samuelson, CEO and Chairman of
the Board at Cyren.
About Cyren
More than 1.3 billion users around the world rely on Cyren’s
100% cloud internet 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 from cyber threats with award-winning security as
a service for web, email, sandboxing, and DNS for enterprises, and embedded threat intelligence solutions for security vendors
and service providers. Customers like Google, Microsoft and Check Point are just a few of the businesses that depend on Cyren every
day to power their security. Learn more at www.cyren.com.
Blog:
blog.cyren.com
Facebook:
www.facebook.com/CyrenWeb
LinkedIn:
www.linkedin.com/company/cyren
Twitter:
www.twitter.com/CyrenInc
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 “will”, "expect," "plan,"
"estimate," "anticipate," or "believe" are forward-looking statements. 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 ability of the Company to locate a successor CEO, business conditions and growth
or deterioration in the internet security market, technological developments, products offered by competitors, 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 Annual Reports on Form 20-F and Form 10-K (when it becomes available) and reports on Form 6-K
and Form 8-K, 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