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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): February 25, 2022

 

CYREN LTD.

(Exact Name of Registrant as Specified in its Charter)

 

Israel

   000-26495   Not applicable
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (IRS Employer
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)

 

(Former name or former address, if changed since last report)

 

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:

 

☐ 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 exchange on which
registered
Ordinary Shares, par value ILS 3.0 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 February 25, 2022 Cyren Ltd. (the “Company”) issued a press release announcing that it had received formal notice from the Listing Qualifications Staff of the Nasdaq Stock Market Inc. (“Nasdaq”) that the Company has regained compliance with Listing Rule 5550(a)(2), which requires the Company to maintain a minimum closing bid price of $1.00 per share. The Listing Qualifications Staff of Nasdaq made this determination of compliance after the Company’s bid price closed above $1.00 per share for the prior 10 consecutive business days.

 

A copy of the press release announcing the above is filed as Exhibit 99.1 to this Form 8-K.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits.

 

99.1  Press Release issued by Cyren Ltd. on February 25, 2022
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

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.

 

  CYREN LTD.
   
Dated: February 25, 2022By: /s/ Kenneth Tarpey
  Name: Kenneth Tarpey
  Title: Chief Financial Officer

 

 

2

 

 

Exhibit 99.1

 

 

PRESS RELEASE

 

Cyren Regains Compliance with Nasdaq Listing Requirements

 

McLean, Va. – February 25, 2022 –  Cyren Ltd. (Nasdaq: CYRN) today announced it received formal notification from the Listing Qualifications Staff of the Nasdaq Stock Market Inc. (“Nasdaq”) that the Company has regained compliance with Listing Rule 5550(a)(2), which requires the Company to maintain a minimum closing bid price of $1.00 per share. Nasdaq Staff made this determination of compliance after the Company’s bid price closed above $1.00 per share for the prior 10 consecutive business days.

 

Nasdaq had previously notified the Company of its non-compliance with Listing Rule 5550(a)(2) on April 8, 2021, following 30 consecutive business days for which the Company’s closing bid price did not meet the $1.00 per share minimum requirement.

 

About Cyren:

 

More than 1.3 billion users around the world rely on Cyren’s cloud security solutions to protect them against cyber attacks and data loss every day. Powered by GlobalView, Cyren’s global security cloud that identifies emerging threats on a global basis in real-time, Cyren (Nasdaq:CYRN) delivers fast time-to-protection with threat detection services, threat intelligence and enterprise email security products for leading email providers, cybersecurity vendors, service providers and enterprises. Learn more at www.cyren.com. 

 

Blog: https://www.cyren.com/blog

LinkedIn: www.linkedin.com/company/cyren

Twitter: www.twitter.com/CyrenInc

 

Forward-Looking Statements

 

This press release contains forward-looking statements, which may be identified by words such as “expect,” “look forward to,” “anticipate” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “project” or words of similar meaning. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond Cyren’s control, and cannot be predicted or quantified, and include, among others, statements regarding the intended use of proceeds, as well as various additional risks, many of which are now unknown and generally out of Cyren’s control, and which are detailed from time to time in reports filed by Cyren with the SEC, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. Cyren does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law.

 

Company Contact:

 

Kenneth Tarpey, CFO

Cyren

+1.703.760.3320

Kenneth.tarpey@cyren.com