CYREN Ltd. (Form: S-8, Received: 09/16/2022 08:57:15)

As filed with the Securities and Exchange Commission on September 16, 2022

No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CYREN LTD.

(Exact name of registrant as specified in its charter)

Israel		Not applicable
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

10 Ha-Menofim St., 5th Floor

Herzliya, Israel
(Address including Zip Code of Principal Executive Offices)

Amended and Restated 2016 Non-Employee Director Equity Incentive Plan

Amended & Restated 2016 Equity Incentive Plan

(Full title of the plan)

Brett Jackson

Chief Executive Officer

Cyren Ltd.

c/o Cyren Inc.

1430 Spring Hill Road, Suite 330

McLean, Virginia 22102

(703) 760-3320

(Name, address and telephone number, including area code, of agent for service)

With copies to:

Brian Dunn

General Counsel

Cyren Ltd.

c/o Cyren Inc.

1430 Spring Hill Road, Suite 330

McLean, Virginia 22102

(703) 760-3320

Laurie L. Green, Esq

Greenberg Traurig, P.A.

401 East Las Olas Boulevard, Suite 2000

Fort Lauderdale, Florida 33301

(954) 768-8232

Adrian Daniels

Yigal Arnon – Tadmor Levy

1 Azrieli Center

Tel Aviv 6702101, Israel

(+972)-3-608-7777

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On August 31, 2022, the shareholders of the Registrant approved amendments to the Cyren Ltd. 2016 Equity Incentive Plan and the Cyren Ltd. 2016 Non-Employee Director Equity Incentive Plan, each as amended and restated (together, the “Plans”) to increase the number of Ordinary Shares available for issuance under the Plans by an aggregate of 790,000 Ordinary Shares. The number of additional ordinary shares to be registered under the respective Plans are as follows: 2016 Equity Incentive Plan — 665,000; and 2016 Non-Employee Director Equity Incentive Plan — 125,000. Pursuant to General Instruction E of Form S-8, this Registration Statement registers the offer and sale of such additional Ordinary Shares.

Such additional Ordinary Shares are of the same class of securities as the Ordinary Shares issuable under the Plans for which the currently effective registration statement on Form S-8 (File No. 333-238269) filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2020 (the “Prior Registration Statement”) was filed. As permitted by General Instruction E of Form S-8, the contents of the Prior Registration Statement, including any amendments thereto or filings incorporated therein, are incorporated by reference into this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following document(s) filed with the Commission by Cyren Ltd., an Israeli registered public company (the “Company”), pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021;

(2) Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2022 and March 31, 2022;

(3) The description of our ordinary shares contained in our Form 8-A filed on June 25, 1999, and Form F-1 (File No. 333-78531) filed on May 14, 1999, as amended, as updated by Exhibit 4.1 to the Annual Report on Form 10-K for the year ended December 31, 2021, and any reports filed for the purpose of updating such description; and

(4); Current Reports on Form 8-K, filed by the Company with the Commission on September 6, 2022, August 5, 2022, August 3, 2022, July 13, 2022, June 7, 2022, May 17, 2022, February 25, 2022, February 14, 2022, February 9, 2022; (excluding “furnished” and not “filed” information).

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

II-1

ITEM 8. EXHIBITS

		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	Period Covered or Date of Filing
3.1	Memorandum of Association of the Company.	Exhibit 3.1 to F-1 (333–78531)	06/03/99
3.2	Amended and Restated Articles of Association of the Company, as amended on February 7, 2022.	8-K	02/09/2022
4.1	Description of Securities.	10-K	Year ended December 31, 2021
5.1	Opinion of Yigal Arnon & Co. *
10.1	2016 Non-Employee Director Equity Incentive Plan, as amended and restated (incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement filed on August 2, 2022). †
10.2	2016 Equity Incentive Plan, as amended and restated (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement filed on August 2, 2022). †
23.1	Consent of Kost, Forer, Gabbay & Kasierer, independent registered public accounting firm. *
23.2	Consent of Yigal Arnon & Co. (included in Exhibit 5.1 hereto). *
24.1	Power of Attorney (included on the signature page hereto). *

*	Filed herewith.

†	Management or compensatory plan or arrangement

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the of McLean, Commonwealth of Virginia, on September 16, 2022.

	CYREN INC.

	By:	/s/ Brett Jackson
	Name:	Brett Jackson
	Title:	Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Cyren Ltd. hereby severally constitute and appoint Brett Jackson our true and lawful attorney with full power to him to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Cyren Ltd. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney or his substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Brett Jackson	Chief Executive Officer	September 16, 2022
Brett Jackson	(Principal Executive Officer and Principal Financial Officer)

/s/ Brady Hayden	Principal Accounting Officer	September 16, 2022
Brady Hayden

/s/ John Becker	Director	September 16, 2022
John Becker

/s/ Cary Davis	Director	September 16, 2022
Cary Davis

/s/ David Earhart	Director	September 16, 2022
David Earhart

/s/ James Hamilton	Director	September 16, 2022
James Hamilton

/s/ Hila Karah	Director	September 16, 2022
Hila Karah

/s/ Lauren Zletz	Director	September 16, 2022
Lauren Zletz

CYREN INC.		Authorized Representative in the United States	September 16, 2022

By:	/s/ Brett Jackson
Name:	Brett Jackson
Title:	Attorney-in-Fact

II-3

Exhibit 5.1

Yigal Arnon (1929-2014)

Dror Vigdor

Amalia Meshi

Amnon Lorch

Hagai Shmueli

Barry Levenfeld

David H. Schapiro

Hagit Bavly

Orna Sasson

Barak Tal

Shiri Shaham

Doron Tamir

Daniel Abarbanel

David Osborne

Gil Oren

Ronit Amir Yaniv

Orly Tsioni

Mordehai Baicz

Barak Platt

Benjamin Horef

Yoran Gill

Asaf Eylon

Adrian Daniels

Yuval Shalheveth

Jacob Ben Chitrit

Peter Sugarman

Ben Sandler

Boaz Fiel

Joeri Kreisberg

Simon Weintraub

Ruth Loven

Yarom Romem

Adam Spruch

Yuval Bargil

Eliran Furman
Eran Lempert
Ofir Levy

Daniel Green

Hanital Belinson

Yoheved Novogroder
Oren Roth
Dror Varsano

Odelia Sidi

Shira Lahat

Micki Shapira

Eran Zach

Ido Chitman

Aner Hefetz

David Akrish

Nir Rosner

Assaf Mesica

Liron Hacohen

Guy Fuhrer

Ezra Gross

David Roness

Eli Greenbaum

Lee Maor
Nimrod Vromen

Guy Sagiv

Shani Rapoport

Lior Gelbard

Keren Tal

Naftali Nir

Yael Hoefler

Sagi Schiff

Netanella Treistman

Daniel Damboritz

Yulia Lazbin

Joshua Lieberman
Eyal Aichel

Roy Masuri
Avi Anouchi

Sivan Gilron Dotan
Tomer Bar-Nathan

Edan Regev

Gitit Ramot-Adler

Guy Kortany

Goor Koren
Roey Sasson

Nir Rodnizky

Michal Sagmon

Hila Rot
Eran Kadosh

Neta Goshen

Chen Lanir

Daphna Livneh

Tamar Gilboa
Adi Samuel

Alona Toledano
Yuval Shamir

Lihi Katzenelson
Inbar Hakimian-Nahari

Naama Hod
Raffi Brown
Shahar Uziely

Yehudit Biton

Omri Schnaider

Michal Zeituny Taub

Rinat Michael

Adi Attar

Amos Oseasohn

Ofir Paz

Adi Daniel

Dafna Shaham

Miriam Friedmann

Roni Osborne

Noam Shochat
Noa Slavin
Michael Horowitz

Guy Fatal
Shani Lorch

Itamar Cohen

Shai Margalit

Yonatan Whitefield

Moshe Lankry
Nir Kamhi

Shira Teger

Rachel Lerman

Ravid Saar

Sophie Blackston

Elad Morgenstern
Ron Ashkenazi

Carmel Nudler

Yehonatan Cohen

David Shmulevitz

Aaron Shaw
Guy Ziv-Shalom

Lior Cohen Goldstein Shiri Vilkin
Asaf tenenbaum
Liad Kalderon

Nataly Margalit

Shiran Glitman

Dani Weissberg

Lareine Khoury

Nohar Hadar

Nitzan Kahana

Tali Har-Oz

Tal Alon

Mor Ido
Nechemia Englman

Tomer Tako
Natalie Korenfeld
Moshe Pasker

Nitzan Fisher Conforti

Victoria Savu
Derora Tropp
Hila Amiel

Chaim Cohen

Michal Mor

Shine Meron

Galit Frank

Elad Peleg

Maytal Spivak

Avraham Schoen

Elan Loshinsky

Josh Hauser

Eitan Cohen

Dror Kanarik Sarig

Royi Heilig

Carmel Bareket
Yifat Hovev

Maor Alev

Vered Glaubach

Yair Taitelbaum

Regina Pevzner
Maor Layani

Areen Nashef
Ido Zahavi

Guy Yarom

Hillel Segal

Yonatan Grinstein

Tom Kuper
Moran Shachar

Daniel Rosenbaum
Avital Salzman

Rotem Cohen

Idan Adar

Shahar Iluz

Itay Ashkenazi

Roei Brizel

Ido Sella
Evyatar Katz
Hadil Nassif Khawand
Maayan Malka Rublin

Ran Aziel

Stav Orenstein

Charleen Moerdler
Avia Ickovics

Amira Brizel

Lior Hochshtadt

Ofek Sinai

Shmuel Ofen

Or Perel

Uri Galatt

Maya Haran
Avishai Oberman
Elior Goldenberg
Eyal Safrai

Yuval Dekel
Adina Mirchin

Shira Eidelman

Amiram Zano

Dana Kleiman

Basel Sader

Sapir Shimoni

Leah Grumet
Tal Segev
Yehuda Attar
Moshe Abraham

Avichai Isaschar

Yitzy Rizel

____________________

Gidon Weinstock Of Counsel

Roy Keidar Of Counsel

Tamar Tavory Of Counsel

____________________

Paul H. Baris (1934-2010)

Rami Kook

Nira Kuritzky

Eran Ilan

Tel Aviv | September 16, 2022

Cyren Ltd.

10 Ha-Menofim St., 5th Floor

Herzliya,

Israel 4672561

Ladies and Gentlemen:

Re: Cyren Ltd. Form S-8

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on behalf of Cyren Ltd., a company organized under the laws of the State of Israel (the “Company”), for the purpose of registering under the Securities Act an aggregate of 790,000 of the Company’s Ordinary Shares, nominal value NIS 3.0 per share (the “Shares”), available for issuance under the Cyren Ltd. 2016 Non-Employee Director Equity Incentive Plan and the Cyren Ltd. 2016 Equity Incentive Plan (together, the “Plans”).

In rendering an opinion on the matters hereinafter set forth, we have assumed the authenticity of all original documents submitted to us as certified, conformed or photographic copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate, we have assumed the truth of all facts communicated to us by the Company, we have assumed that all consents, minutes and protocols of meetings of the Company’s board of directors and shareholders meetings of the Company which have been provided to us are true, accurate and have been properly prepared in accordance with the Company’s incorporation documents and all applicable laws, and we have also assumed the compliance of any grant of Shares with the Company’s compensation policy, as in effect from time to time.

1 Azrieli Center, Tel Aviv, 6702101 | Phone: +972-3-6087777 | Fax: +972-3-6087724

31 Hillel Street, Jerusalem, 9458131 | Phone: +972-2-6239239 | Fax: +972-2-6239233

www.arnon.co.il | info@arnon.co.il

As outside Israeli counsel to the Company, we have performed such investigations, and have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purpose of our opinion.

Upon the basis of such examination, we are of the opinion that, the Shares have been duly and validly authorized for issuance and, when issued in accordance with the applicable grant or option agreement, pursuant to the terms of the Plans and in accordance with the Registration Statement, the Shares will be legally and validly issued, fully paid and non-assessable.

The above opinion is based on facts existing on the date hereof and of which we are aware. We express no opinion as to any laws other than the laws of the State of Israel as the same are in force on the date hereof and we have not, for purpose of giving this opinion, made any investigation of the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder.

	Very truly yours,

	/s/ Yigal Arnon & Co.
	Yigal Arnon & Co.

1 Azrieli Center, Tel Aviv, 6702101 | Phone: +972-3-6087777 | Fax: +972-3-6087724

31 Hillel Street, Jerusalem, 9458131 | Phone: +972-2-6239239 | Fax: +972-2-6239233

www.arnon.co.il | info@arnon.co.il

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement pertaining to the Cyren Ltd. amended and restated 2016 Non-Employee Director Equity Incentive Plan and amended and restated 2016 Equity Incentive Plan, of our report dated March 24, 2022, with respect to the consolidated financial statements of Cyren Ltd. and its subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ KOST, FORER, GABBAY & KASIERER

KOST, FORER, GABBAY & KASIERER

A Member of Ernst & Young Global

Tel Aviv, Israel

September 16, 2022

Exhibit 107

FORM S-8

(Form Type)

CYREN LTD.

(Exact Name of Registrant as Specified in its Charter)

Table I: Newly Issued Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered⁽¹⁾			Proposed Maximum Offering Price Per Share⁽³⁾			Maximum Aggregate Offering Price⁽³⁾			Fee Rate		Amount of Registration Fee
Equity	Ordinary Shares	Other		790,000	⁽²⁾	$	1.37	⁽³⁾	$	1,082,300	⁽³⁾	$	92.70	$	100.33
	Total Offering Amounts								$	1,082,300	⁽³⁾			$	100.33
	Total Fee Offsets														–
	Net Fee Due													$	100.33

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional Ordinary Shares, par value ILS 3.00 per share (“Ordinary Shares”), of Cyren Ltd., an Israeli corporation (the “Registrant”), that become issuable under the terms of the Cyren Ltd. 2016 Equity Incentive Plan and the Cyren Ltd. 2016 Non-Employee Director Equity Incentive Plan, each as amended and restated (together, the “Plans”) by reason of any share split, share dividend, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding Ordinary Shares of the Registrant.

(2)	Represents an additional 790,000 Ordinary Shares issuable under the Plans over and above the number of Ordinary Shares issuable under the Plans that were previously registered under the Securities Act. The number of shares to be registered under the respective plans are as follows: 2016 Equity Incentive Plan — 665,000; and 2016 Non-Employee Director Equity Incentive Plan — 125,000.

(3)	Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act on the basis of the average of the high and low prices of the Registrant’s Ordinary Shares as quoted on the Nasdaq Capital Market on September 12, 2022.