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 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)

011–972–9–863–6888

(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 1.03 Bankruptcy or Receivership.

On February 23, 2023, Cyren Ltd. (the “Company”), petitioned the Tel Aviv District Court for the appointment of a liquidating trustee pursuant to applicable Israeli insolvency law (Case No. 57491-02-23). On February 26, 2023, Adv. Guy Gissin was appointed as interim trustee of the Company (the “Trustee”).

Effective as of the appointment of the Trustee, each of the members of the Board of Directors has resigned and each member of the executive management of the Company has been 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.

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 27, 2023
	By:	/s/ Guy Gissin
	Name:	Guy Gissin
	Title:	Interim Trustee

CYREN Ltd. 8-K