Report of Foreign Issuer (6-k)
August 06 2015 - 7:40AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2015
Commission File Number 000-26495
CYREN Ltd.
(Translation of registrant's name into English)
| |
1 Sapir Road, 5th Floor
Beit Ampa, P.O. Box 4014 Herzliya 46140, Israel
|
|
(Address of Principal Executive Offices)
|
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
|
| |
|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
|
| |
|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
|
On August 6, 2015, CYREN Ltd. (the “Company”) delivered written notice to Craig-Hallum Capital Group LLC, as sales agent (“Craig-Hallum”), that it was terminating its At The Market Offering Agreement, dated May 15, 2015 (the "ATM Agreement"), pursuant to Section 8 of the ATM Agreement. The termination of the ATM Agreement is effective on August 6, 2015 pursuant to the mutual agreement of Craig-Hallum and the Company.
Under the "at-the-market" equity offering facility (the "ATM Facility") under the ATM Agreement, the Company did not sell any of its ordinary shares, par value NIS 0.15 per share. Upon the mutual agreement of the Company and Craig-Hallum, the ATM Facility is no longer available for use.
A copy of the ATM Agreement was filed as Exhibit 10.1 to the Company's Report on Form 6-K filed with the Securities and Exchange Commission on May 15, 2015 (the "Prior Form 6-K"). The description of the ATM Agreement contained in this Report on Form 6-K does not purport to be complete and is qualified in its entirety by reference to the copy of the ATM Agreement filed as Exhibit 10.1 to the Prior Form 6-K.
On August 6, 2015, the Company issued a press release announcing its termination of the ATM Agreement and corresponding conclusion of its ATM Facility. A copy of this press release is attached hereto as Exhibit 99.1.
|
The following information is furnished to the SEC as part of this Report on Form 6-K:
|
|
Exhibit
|
|
|
| |
|
|
99.1
|
|
CYREN Ltd. Press Release, dated August 6, 2015.
|
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.
|
|
| |
|
|
|
|
|
By:
|
/s/ J. Michael Myshrall |
|
| |
|
Name: J. Michael Myshrall |
|
| |
|
Title: Chief Financial Officer |
|
| |
|
|
|
|
Exhibit
|
|
|
| |
|
|
99.1
|
|
CYREN Ltd. Press Release, dated August 6, 2015.
|
Exhibit 99.1
CYREN ANNOUNCES PROPOSED PUBLIC OFFERING OF ORDINARY SHARES
MCLEAN, Va. (August 6, 2015) – CYREN (NASDAQ: CYRN) today announced that it intends to offer $10.0 million worth of ordinary shares in an underwritten public offering, subject to market and other conditions. In addition, the company intends to grant the underwriter an option to purchase additional shares equal to up to 15% of the aggregate number of shares to be sold in the offering. All ordinary shares to be sold in the offering will be offered by CYREN.
CYREN intends to use the net proceeds from the offering for general corporate purposes, including research and development, sales and marketing and working capital.
Concurrent with the announcement of the proposed offering, the company has terminated its previously filed and announced At-The-Market Offering (ATM). The company did not sell any shares through the ATM.
Craig-Hallum Capital Group LLC is acting as sole managing underwriter for the offering.
The shares are being offered pursuant to an effective shelf registration statement on Form F-3 that was previously filed with the Securities and Exchange Commission (SEC). The securities may be offered only by means of a prospectus and related prospectus supplement. The prospectus and a preliminary prospectus supplement related to the offering have been filed with the SEC and are available on the SEC’s website located at http://www.sec.gov and may also be obtained from Craig-Hallum Capital Group, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, telephone 612-334-6300, email: prospectus@chlm.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About CYREN
Founded in 1991, CYREN (NASDAQ and TASE: CYRN) is a long-time innovator in cyber intelligence, offering next generation Security as a Service solutions to enterprises and powering the security solutions of more than 200 of the world's largest IT and security technology providers. Providing detection of cyber attacks for many of the largest networks, CYREN maintains the broadest and deepest real-time Internet threat database in the world. Every day, CYREN collects and analyzes 17 billion pieces of threat data to protect 600 million global users. Threat data is gathered and cyber intelligence disseminated through 500,000 global points of presence in 200 countries. Visit www.cyren.com.
Blog: blog.cyren.com
Facebook: www.facebook.com/CyrenWeb
LinkedIn: www.linkedin.com/company/cyren
Twitter: twitter.com/CyrenInc
To download CYREN’s investor relations app please visit Apple’s App Store for the iPhone and iPad or Google Play for Android mobile devices.
This press release may contain forward-looking statements, including projections about our business, 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 to us at the time of the presentation; we assume no obligation to update any of them. The statements in this presentation are not guarantees of future performance and actual results could differ materially from our current expectations as a result of numerous factors, including business conditions and growth or deterioration in the Internet market, commerce and the general economy, both domestic as well as international; fewer than expected new-partner relationships; competitive factors, including pricing pressures; technological developments, and products offered by competitors; the ability of our OEM partners to successfully penetrate markets with products integrated with CYREN technology; a slower than expected acceptance rate for our newer product offerings; availability of qualified staff; and technological difficulties and resource constraints encountered in developing new products, as well as those risks described in the text of this presentation and the company's Annual Reports on Form 20-F and reports on Form 6-K, which are available through www.sec.gov.
U.S. Investor Contact
KCSA Strategic Communications
Garth Russell
+1 212 896 1250
grussell@kcsa.com
Israel Investor Contact
Iris Lubitch
SmarTeam
+972 54 2528007
iris@smartteam.co.il
Company Contact
Mike Myshrall, CFO
CYREN
+1 703 760 3320
mike.myshrall@cyren.com
Media Contact
Matthew Zintel
Zintel Public Relations
+1 281 444 1590
matthew.zintel@zintelpr.com
CYREN (NASDAQ:CYRN)
Historical Stock Chart
From Aug 2024 to Sep 2024
CYREN (NASDAQ:CYRN)
Historical Stock Chart
From Sep 2023 to Sep 2024
