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Form 10-K Cyren Ltd

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Form 10-K Cyren Ltd UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000–26495 CYREN LTD. (Exact name of Registrant as specified in its charter) Israel Not applicable (State or other jurisdiction of (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) Registrant’s telephone number, including area code 011–972–9–863–6888 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 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller 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 checkmark 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report Yes ☐ No ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒ The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $31.4 million as of June 30, 2020. The number of shares outstanding of the Registrant’s ordinary shares (as of February 28, 2021): Ordinary Shares — 74,940,534. Documents Incorporated By Reference None Table of Contents Page PART I ITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS 15 ITEM 1B. UNRESOLVED STAFF COMMENTS 36 ITEM 2. PROPERTIES 36 ITEM 3. LEGAL PROCEEDINGS 36 ITEM 4. MINE SAFETY DISCLOSURE 36 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 37 ITEM 6. SELECTED FINANCIAL DATA 37 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 38 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 51 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 51 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 51 ITEM 9A. CONTROLS AND PROCEDURES 51 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 53 ITEM 11. EXECUTIVE COMPENSATION 58 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 68 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 71 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 74 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 76 ITEM 16. FORM 10-K SUMMARY 77 SIGNATURES 78 i PART I ITEM 1. BUSINESS Unless otherwise indicated, all references in this document to “Cyren”, “the Company,” “we,” “us” or “our” are to Cyren Ltd., and its consolidated subsidiaries, namely Cyren Inc., Cyren Iceland hf, Cyren UK Ltd., and Cyren Gesellschaft GmbH. Special Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties, and assumptions. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. We urge you to consider that statements which use the terms “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate”, “will” and similar expressions are intended to identify forward-looking statements. Specifically, this Annual Report contains forward-looking statements regarding: ● our expectations regarding our future profitability and revenue growth; ● our expectations regarding increases in cost of revenue and operating expenses, including as a result of our anticipated investments in R&D; ● our expectation to lower the rate of R&D investment as a percentage of revenue in the future and to drive more revenue from existing solutions rather than by adding new solutions; ● our expectations regarding reducing the historical rate of headcount growth and its resulting impact on our gross and operating margins over time; ● our expectations regarding growth of our enterprise business and its expected impact on our business, including its contribution to our cash flow and return on investment; ● our expectations regarding our capital expenditures for 2021; ● our belief regarding the adequacy of our existing capital resources and other future measures to satisfy our expected liquidity requirements; ● our beliefs regarding our competitive position in the market in which we operate; ● our expectations regarding the regulatory environment of data privacy in the EU; ● our anticipated significant investments in R&D and promotion of our brand; ● our expectations regarding trends in the market for internet security and technology industry; ● our expectations regarding existing and new threats, key challenges and opportunities in our industry and their impact on our business, including the impact of innovations in the technology industry; ● our expectations regarding the increase in utilization of our cloud infrastructure and the resulting impact on our gross margins; ● our expectations regarding continued and future customers that will contribute to our revenue, and the solutions we provide to such customers; 1 ● our beliefs regarding factors that make our vision compelling to the IT security market; ● our expectations regarding the locations where we conduct our business; ● our belief regarding passive foreign investment company status; ● our expectations regarding the impact of litigation; ● our beliefs regarding our net operating loss carry-forwards; and ● our expectations and estimates regarding certain tax and accounting matters, including the impact on our financial statements. Risk Factor Summary We are subject to various risks that could have a material adverse impact on our financial position, results of operations or cash flows. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The following is a summary of our principal risks, as set forth in the section entitled “Item 1A. Risk Factors,” that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following: ● our ability to continue as a going concern; ● our ability to restructure or refinance our Convertible Notes; ● our ability to execute our business strategies, including our sales and business development plan; ● our ability to timely and successfully enhance and improve our existing solutions and introduce our new solutions; ● the commercial success of such enhancements and new solutions; ● lack of demand for our solutions, including as a result of actual or perceived decreases in levels of advanced cyber attacks; ● our ability to manage our cost structure, avoid unanticipated liabilities and achieve profitability; ● our ability to grow our revenues, including the ability of existing solutions to drive sufficient revenue; ● our ability to attract new customers and increase revenue from existing customers; ● market acceptance of our existing and new product offerings;
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