Current Report Filing (8-k)
February 09 2022 - 8:01AM
Edgar (US Regulatory)
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2022-02-07
2022-02-07
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iso4217:USD
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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 7, 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
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(Address
of Principal Executive Offices)
|
|
(Zip
Code)
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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))
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|
☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of exchange on which
registered
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Ordinary
Shares, par value ILS 3.00 per share
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|
CYRN
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Nasdaq
Capital Market
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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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information in Item 8.01 below regarding the amendment to the Articles of Association of Cyren Ltd., a company formed under the laws
of the State of Israel (the “Company”) is incorporated by reference into this Item 5.03.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On February 7, 2022, the Company held a Special Meeting
of Shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders voted on the following proposals:
(i) to approve an amendment to the Company's Amended and Restated Articles of Association (the “Articles of Association”)
to effect a reverse share split of the Company's ordinary shares (the "Reverse Share Split") at a ratio of not less than one-for-four
and not more than one-for-twenty, with such ratio and the implementation and timing of the Reverse Share Split to be determined by the
Company's board of directors in its sole discretion within thirty days of the Special Meeting (“Proposal One”) and (ii) subject
to the approval of Proposal One, to approve an increase in the authorized share capital by up to NIS 216,000,000 to 240,000,000 and amend
the Company’s Articles of Association accordingly (“Proposal Two”). Each of the proposals is described in more detail
in the proxy statement filed with the Securities and Exchange Commission on January 5, 2022. The results of the votes are set forth below.
Proposal
One
The
shareholders approved Proposal 1.
For
|
|
|
Against
|
|
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Abstain
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|
|
Broker Non-Vote
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|
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52,154,393
|
|
|
|
2,808,499
|
|
|
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12,893
|
|
|
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—
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|
Proposal
Two
The
shareholders, following the approval of Proposal One, approved Proposal 2.
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
|
51,418,517
|
|
|
|
3,524,039
|
|
|
|
33,229
|
|
|
|
—
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|
Item
8.01 Other Information.
Following the Special Meeting, on February 7, 2022,
the board of directors of the Company approved a one-for-twenty Reverse Share Split and an increase in the Company’s authorized
share capital by NIS 216,000,000, and the Articles of Association of the Company were amended accordingly. The Reverse Share Split became
effective on February 9, 2022. Additionally, effective at the same time, the total number of ordinary shares the Company is authorized
to issue after the effect of the Reverse Share Split is 80,000,000, the par value per ordinary share is NIS 3.00 and the authorized share
capital of the Company is NIS 240,000,000.
Upon
the effectiveness of the Reverse Share Split, every twenty ordinary shares were automatically combined and converted into one ordinary
share. Appropriate adjustments were also made to all outstanding derivative securities of the Company, including all outstanding equity
awards and warrants.
No
fractional shares were issued in connection with the reverse share split. Instead, all fractional shares (including shares underlying
outstanding equity awards and warrants) were rounded up to the nearest whole ordinary share.
The Company’s ordinary shares will continue to
trade on The Nasdaq Stock Market LLC under the symbol “CYRN.” The new CUSIP number for the ordinary shares following the Reverse
Share Split is M26895132.
On
February 8, 2021, the Company issued a press release announcing the foregoing. The press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
The
foregoing summary of the effect of the Articles of Association, as amended, is qualified in its entirety by reference to the full text
thereof, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.
Item
9.01 Financial Statement and Exhibits.
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.
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CYREN
LTD.
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Dated:
February 9, 2022
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By:
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/s/
Kenneth Tarpey
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Name:
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Kenneth
Tarpey
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Title:
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Chief
Financial Officer
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3
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