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): ~~January~~February 121, 2023

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

☐	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 If2.05 anCosts ~~emerging~~Associated ~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying~~ with ~~any~~Exit ~~new~~ or ~~revised~~Disposal ~~financial accounting standards provided pursuant to Section 13(a) of the Exchange Act~~Activities.

~~Item~~On February 51, 2023, Cyren Ltd.02 ~~Departure~~(the of“Company”) ~~Directors~~approved ora ~~Certain~~plan ~~Officers;~~to ~~Election~~reduce the workforce of ~~Directors;~~the ~~Appointment~~Company ofand ~~Certain~~its ~~Officers;~~subsidiaries ~~Compensatory~~by approximately ~~Arrangement~~121 employees in the aggregate, representing substantisally all of ~~Certain~~the ~~Officers~~Company’s and its subsidiaries’ total global workforce. This decision was based on cost-reduction initiatives intended to reduce operating expenses.

~~On January 12, 2023, the Board of Directors (the “Board”)~~The ~~of Cyren Ltd. (the “~~Company”) ~~appointed~~currently ~~Jeffrey~~estimates ~~Dauer~~that asit ~~the~~will ~~Company’s~~incur ~~Chief~~one-time ~~Financial~~cash ~~Officer~~charges ~~and~~of ~~Chief~~a ~~Accounting Officer.~~maximum ~~Prior~~of up to ~~joining~~approximately ~~the Company~~$3, Mr600,000.00 ~~Dauer,~~in 60connection ~~years old, held~~ with the ~~Chief~~reduction ~~Financial~~in ~~Officer~~force, ~~and~~primarily ~~Chief~~consisting ~~Accounting~~of ~~Officer~~accrued ~~roles~~paid ~~at Comstock~~time ~~Homebuilding~~off, ~~Companies~~notice ~~and~~period ~~Chief~~payments, ~~Financial~~employee ~~Officer~~benefits atand ~~iControl~~related ~~Data~~costs. ~~Solutions~~The Company ~~and~~expects ~~Vice~~the ~~President~~majority of ~~Finance~~charges atwill ~~ID.me. Mr. Dauer~~be ~~holds~~incurred ain ~~Bachelor’s~~the ~~degree~~first ~~from~~quarter ~~Kent~~of ~~State~~2023, ~~University~~subject ~~and~~to islocal ~~also~~law arequirements, ~~Certified~~which ~~Public~~may ~~Accountant~~extend the ~~(inactive).~~process ~~Mr.~~beyond ~~Dauer~~the ~~will be~~first ~~paid~~quarter a2023 ~~rate~~in ofcertain ~~$175 per hour~~countries. ~~Simulataneous,~~The ~~with~~charges the ~~appointment~~Company ofexpects ~~Mr.~~to ~~Dauer,~~incur ~~the~~are ~~Company~~subject ~~terminated~~to ~~Brady~~assumptions, ~~Hayden as its Principal~~including ~~Accounting~~local ~~Officer.~~law ~~Subject~~requirements toand ~~his~~availability ~~execution~~ of afunds ~~release,~~to ~~Mr.~~satisfy ~~Hayden~~payment ~~will~~obligations, beand ~~entitled~~actual tocharges ~~certain~~may ~~rights~~differ ~~and~~from ~~benefits~~the ~~associated~~estimate ~~with~~disclosed ~~a termination without cause~~above.

~~There is no arrangement or understanding with any~~A ~~person~~copy ~~pursuant~~of tothe ~~which~~press ~~Mr.~~release ~~Dauer~~issued ~~was~~by ~~appointed~~the asCompany ~~Chief~~on ~~Financial~~February ~~Officer and Chief Accounting Officer~~1, ~~and~~2023 ~~there~~announcing ~~are no family relationships between Mr. Dauer and any director or executive officer of~~ the ~~Company.~~reduction ~~Additionally,~~in ~~there~~force ~~are~~is noattached ~~transactions~~hereto ~~between~~as ~~Mr.~~Exhibit ~~Dauer and~~99.1 ~~the Company~~ and~~/or~~ ~~its~~incorporated ~~subsidiaries~~herein ~~that~~by ~~would be required to be reported under Item 404(a) of Regulation S-K~~reperence.

~~Item~~Cautionary ~~9.01~~Statements ~~Financial~~Regarding ~~Statement and Exhibits.~~Forward-Looking Information

	(d)	Exhibits.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the federal securities laws. These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While the Company believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are many risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein including the risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022 filed with the SEC, as well as other factors described from time to time in the Company's filings with the SEC. Such forward-looking statements are made only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly update or revise any forward-looking statement because of new information, future events or otherwise, except as otherwise required by law. If it does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.

1Item 2.05 Costs Associated with Exit or Disposal Activities.

SIGNATURE

	*(d)*	*Exhibits.*

	99.1	Press Release issued by Cyren Ltd. on February 1, 2023.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~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.~~SIGNATURE

	CYREN LTD.
Dated: January 17, 2023
	By:	/s/ Brian Dunn
	Name:	Brian Dunn
	Title:	General Counsel

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 6, 2023
	By:	/s/ Brian Dunn
	Name:	Brian Dunn
	Title:	General Counsel

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