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): May 20, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On May 20, 2019, Cyren Ltd. (the “Company”) promoted Lior Kohavi to the newly created position of Chief Strategy Officer & EVP Advanced Solutions of the Company. In his new role, Mr. Kohavi will drive product strategy and new product innovation.

 

Mr. Kohavi, age 48, joined Cyren in June 2013 as Chief Technology Officer, a position he held until his current promotion. Mr. Kohavi brings over 25 years of experience as an engineer, product and technology executive. Mr. Kohavi holds a B.A. degree in computer science from Bar-Ilan University and an Executive MBA from Tel Aviv University.

 

To reflect his increased level of responsibility and leadership in the Company, in connection with his promotion Mr. Kohavi’s annual base salary was increased to NIS 1,066,441 (approximately $295,000) and his annual MBO (bonus) target was increased to 45%.

 

Item 7.01 Regulation FD Disclosure.

 

On May 23, 2019, the Company issued a press release announcing the foregoing matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 8.01 Other Events.

 

In addition, effective May 20, 2019, the Company appointed Dr. Richard Ford, age 50, as the Company’s Chief Technology Officer. Prior to joining the Company, Dr. Ford was the Chief Scientist at Forcepoint since January 2016 and also spent over 20 years as researcher of anti-malware and advanced threat detection technologies for various companies including IBM Research.

 

Dr. Ford has deep security knowledge and expertise with more than 30 years in the industry. At the Company, Dr. Ford will work with our technical organizations to establish the right strategic and operational technology vision.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description of Exhibits
99.1   Press Release of Cyren. Ltd. dated May 23, 2019

 

1  

 

 

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: May 23, 2019 /s/ J. Michael Myshrall
  J. Michael Myshrall
  Chief Financial Officer

 

 

 

  2

 

Exhibit 99.1

 

 

PRESS RELEASE

 

Cyren Expands Executive Team

 

Announces Chief Strategy Officer and Appoints New Chief Technology Officer

 

McLean, VA – May 23, 2019 – Cyren (NASDAQ: CYRN), a leader in cloud security, announced today that Lior Kohavi, who has served as Cyren’s Chief Technical Officer since joining the company in 2013, has been promoted to the newly created position of Chief Strategy Officer & EVP Advanced Solutions. In this role, Kohavi will drive product strategy and new product innovation.

 

“Lior Kohavi has been instrumental to Cyren’s growth and success over the past several years,” said Brett Jackson, Cyren’s Chief Executive Officer. “This is a critically important new role in our company that particularly suits Lior’s security market knowledge, strategic thinking, and passion for identifying new market opportunities. We will look to Lior to develop and guide our strategic roadmap moving forward, which will include innovative new products for the enterprise market.”

 

In a related move, the company also announced that Dr. Richard Ford has joined the company as Chief Technology Officer. Dr. Ford joins Cyren from Forcepoint, a well-established vendor in the security industry that was formed in 2016 after the acquisition of Websense by Raytheon. Ford served as Forcepoint’s Chief Scientist, and also spent over 20 years as a researcher of anti-malware and advanced threat detection technologies for various companies including IBM Research.

 

“We are thrilled to have Richard join Cyren’s executive team,” said Jackson. “Richard has had a distinguished career as a security industry technologist, thought leader and evangelist. His deep security and technology expertise, coupled with his market knowledge, give Cyren an invaluable asset as we continue to create and deliver innovative security solutions via the cloud.”

 

“I am both honored and excited to join Cyren as CTO,” Ford said. “I have known Cyren for many years and have tremendous respect for its security expertise, technologies and products, as well as how it has leveraged the cloud to deliver innovative solutions to customers. I look forward to bringing my security and malware experiences to the company, becoming part of the Cyren story and helping to grow the business.”

 

About Cyren

More than 1.3 billion users around the world rely on Cyren’s 100% cloud security solutions to protect them against cyberattacks 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

 

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. 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 our CEO transition, 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 publicly filed reports, which are available through www.sec.gov.  

 

Cyren Company Contact:

Mike Myshrall, CFO

Cyren

+1.703.760.3320
mike.myshrall@cyren.com

 

Cyren Media Contact:

Matthew Zintel

Zintel Public Relations

+1.281.444.1590       

matthew.zintel@zintelpr.com