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 22 26, 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–~~9729~~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

☐ 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 31.0103 ~~Notice~~Bankruptcy ~~of Delisting~~ or ~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Receivership.

On February 2223, 2023, Cyren Ltd. (the “Company”) ~~announced that its board of directors resolved to cease all activities of the Company and its subsidiaries~~, ~~terminate~~petitioned the ~~employment~~Tel ofAviv ~~all~~District ~~remaining~~Court ~~employees of the Company and its subsidiaries, apply~~ for ~~liquidation procedures of~~ the ~~Company in Israel by~~ appointment of a ~~third-party~~liquidating trustee, inpursuant ~~accordance~~to ~~with~~ applicable Israeli insolvency law, ~~and~~(Case ~~commence~~No. ~~applicable liquidation~~57491-02-23). On February 26, ~~assignment~~2023, ~~and/or~~Adv. ~~insolvency~~Guy ~~proceedings~~Gissin ~~for~~was ~~each~~appointed ofas ~~the~~interim ~~subsidiaries~~trustee of the Company (the “Trustee”).

~~In light~~Effective as of the ~~planned liquidation, on the same day, the Company received written notice from Nasdaq, advising it that based upon Nasdaq’s~~appointment ~~review~~of ~~and pursuant to Listing Rule 5101, 5110(b) and IM-5101-1, Nasdaq has determined to delist~~ the ~~Company’s securities from The Nasdaq Stock Market. The Company does not plan to appeal Nasdaq’s determination. Therefore~~Trustee, ~~the~~each ~~Company~~of ~~expects, based on Nasdaq’s written notice, that~~ the ~~trading~~members of the ~~Company’s~~Board ~~ordinary shares will be suspended at the opening~~ of ~~business~~Directors onhas ~~March~~resigned ~~3, 2023,~~ and ~~that~~each ~~Nasdaq~~member ~~will~~of ~~file a Form 25-NSE with~~ the ~~Securities~~executive ~~and~~management ~~Exchange~~of ~~Commission, which will remove~~ the Company~~’s securities~~ ~~from~~has ~~listing~~been ~~and registration on Nasdaq~~terminated.

The Company cautions that trading in its ordinary shares is highly speculative and poses substantial risks. Trading prices may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities.

~~A copy of the press release issued by the Company on February 22, 2023 announcing the delisting is attached hereto as Exhibit 99.~~1 ~~and incorporated herein by reference.~~

~~Cautionary Statements Regarding Forward-Looking Information~~SIGNATURE

~~Certain~~Pursuant ~~statements~~to ~~in this Current Report on Form 8-K constitute “forward-looking statements” within~~ the ~~meaning~~requirements of the ~~federal securities laws. These~~Securities ~~statements~~Exchange ~~are~~Act 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~~1934, ~~performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While~~ the ~~Company~~Registrant ~~believes~~has ~~that~~duly ~~its~~caused ~~assumptions~~this ~~are~~report ~~reasonable, it is very difficult~~ to ~~predict~~be ~~the~~signed 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~~its ~~10-K for~~behalf 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~~undersigned ~~will~~hereunto ~~make~~duly ~~additional updates with respect to those or other forward-looking statements~~authorized.

Item 9.01 Financial Statement and Exhibits

	CYREN LTD.
Dated: February 27, 2023
	By:	/s/ Guy Gissin
	Name:	Guy Gissin
	Title:	Interim Trustee

~~(d) Exhibits.~~2

99.1		Press Release issued by Cyren Ltd. on February 22 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	CYREN LTD.
Dated: February 22, 2023
	By:	/s/ Brian Dunn
	Name:	Brian Dunn
	Title:	General Counsel

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