S-8 POS 1 ea174401-s8pos_cyrenltd.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 28, 2023

Registration Statement No. 333-223050

Registration Statement No. 333-238269

Registration Statement No. 333-267452

Registration Statement No. 333-180453

Registration Statement No. 333-174748

Registration Statement No. 333-162104

Registration Statement No. 333-151929

Registration Statement No. 333-141177

Registration Statement No. 333-65532

Registration Statement No. 333-94995

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

Form S-8 Registration Statement No. 333-223050

Form S-8 Registration Statement No. 333-238269

Form S-8 Registration Statement No. 333-267452

Form S-8 Registration Statement No. 333-180453

Form S-8 Registration Statement No. 333-174748

Form S-8 Registration Statement No. 333-162104

Form S-8 Registration Statement No. 333-151929

Form S-8 Registration Statement No. 333-141177

Form S-8 Registration Statement No. 333-65532

Form S-8 Registration Statement No. 333-94995

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

CYREN LTD.

(Exact name of registrant as specified in its charter)

Israel		Not applicable
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

10 Ha-Menofim St., 5th Floor

Herzliya, Israel, 4672561

011-972-9-863-6888

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brett Jackson

Chief Executive Officer

Cyren Ltd.

c/o Cyren Inc.

1430 Spring Hill Road, Suite 330

McLean, Virginia 22102

(703) 760-3320

(Name, address, including zip code, and telephone number, including area code, of agent for service)

copies to:

Brian Dunn

General Counsel

Cyren Ltd.

c/o Cyren Inc.

1430 Spring Hill Road, Suite 330

McLean, Virginia 22102

(703) 760-3320

Laurie L. Green, Esq

Greenberg Traurig, P.A.

401 East Las Olas Boulevard, Suite 2000

Fort Lauderdale, Florida 33301

(954) 768-8232

Adrian Daniels

Yigal Arnon – Tadmor Levy

1 Azrieli Center

Tel Aviv 6702101, Israel

(+972)-3-608-7777

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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 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 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

Cyren Ltd., an Israeli corporation (the “Company”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all shares of the Company’s ordinary shares, par value ILS 3.00 per share (the “Ordinary Shares”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):

●

Form S-8 Registration Statement No. 333-223050, filed with the SEC on February 15, 2018 registering 4,600,000 Ordinary Shares issuable pursuant to the Cyren Ltd. 2016 Non-Employee Director Equity Incentive Plan and the Cyren Ltd. 2016 Equity Incentive Plan;

●

Form S-8 Registration Statement No. 333-238269, filed with the SEC on May 14, 2020 registering 7,750,000 Ordinary Shares issuable pursuant to the Cyren Ltd. 2016 Equity Incentive Plan, as amended and restated and the Cyren Ltd. 2016 Non-Employee Director Equity Incentive Plan, as amended and restated;

●

Form S-8 Registration Statement No. 333-267452, filed with the SEC on September 16, 2022 registering an additional 790,000 Ordinary Shares issuable pursuant to the Cyren Ltd. Amended and Restated 2016 Non-Employee Director Equity Incentive Plan and the Cyren Ltd. Amended & Restated 2016 Equity Incentive Plan;

●

Form S-8 Registration Statement No. 333-180453, filed with the SEC on March 29, 2012 registering 1,500,000 Ordinary Shares issuable pursuant to the Amended and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option Plan, Amended and Restated Israeli Share Option Plan and 2006 U.S. Stock Option Plan;

●

Form S-8 Registration Statement No. 333-174748, filed with the SEC on June 7, 2011 registering 1,500,000 Ordinary Shares issuable pursuant to the Amended and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option Plan, Amended and Restated Israeli Share Option Plan and 2006 U.S. Stock Option Plan;

●

Form S-8 Registration Statement No. 333-162104, filed with the SEC on September 24, 2009 registering 1,200,000 Ordinary Shares issuable pursuant to the Amended and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option Plan, Amended and Restated Israeli Share Option Plan and 2006 U.S. Stock Option Plan;

●

Form S-8 Registration Statement No. 333-151929, filed with the SEC on June 25, 2008 registering 500,000 Ordinary Shares issuable pursuant to the Amended and Restated Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option Plan, Amended and Restated Israeli Share Option Plan and 2006 U.S. Stock Option Plan;

●

Form S-8 Registration Statement No. 333-141177, filed with the SEC on March 9, 2007 registering 18,250,000 Ordinary Shares issuable pursuant to the Commtouch Software Ltd. Amended and Restated 1999 Nonemployee Directors Stock Option Plan, the Amended and Restated 1996 CSI Stock Option Plan, the Amended and Restated Israeli Share Option Plan and the 2006 U.S. Stock Option Plan;

●

Form S-8 Registration Statement No. 333-65532, as amended, initially filed with the SEC on July 20, 2001 registering 79,156 Ordinary Shares issuable pursuant to the Commtouch Software Ltd. 1999 Employee Stock Purchase Plan, 250,000 Ordinary Shares issuable pursuant to the Commtouch Software Ltd. 1999 Nonemployee Directors Stock Option Plan and 81,692 Ordinary Shares issuable pursuant to the Wingra Technologies, LLC 1998 Unit Option Plan; and

●

Form S-8 Registration Statement No. 333-94995, file with the SEC on January 20, 2000 registering 5,000,000 Ordinary Shares issuable pursuant to the 1996 CSI Stock Option Plan, 150,000 Ordinary Shares issuable pursuant to the 1999 Employee Stock Purchase Plan and 250,000 Ordinary Shares issuable pursuant to the 1999 Nonemployee Director Stock Option Plan.

Following the Company’s unsuccessful efforts to sell its assets or raise more capital to continue its operations, on February 20, 2023, the board of directors of the Company reached the conclusion that the Company is insolvent and lacks the funds to continue as a going concern. Accordingly, the Company’s board of directors resolved to cease all activities of the Company and its subsidiaries, terminate the employment of all remaining employees of the Company and its subsidiaries, apply for liquidation procedures of the Company in Israel by appointment of a third-party trustee, in accordance with applicable law, and commence applicable liquidation, assignment and/or insolvency proceedings for each of the subsidiaries of the Company (collectively the “Insolvency Proceedings”).

As a result of the Insolvency Proceedings, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, effective upon filing of these Post-Effective Amendments, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements, if any, as of the date hereof. Effective upon filing of these Post-Effective Amendments, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities and the Company hereby terminates the effectiveness of the Registration Statements.

The Company, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all Ordinary Shares registered but unsold or otherwise unissued under the Registration Statements as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of McLean, Commonwealth of Virginia, on February 26, 2023.

Cyren Ltd.

By:	/s/ Brett Jackson
Name:	Brett Jackson
Title:	Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Brett Jackson	Chief Executive Officer	February 26, 2023
Brett Jackson	(Principal Executive Officer)

/s/Jeffrey Dauer	Chief Financial Officer and	February 26, 2023
Jeffrey Dauer	Chief Accounting Officer

/s/ John Becker	Director	February 26, 2023
John Becker

/s/ Cary Davis	Director	February 26, 2023
Cary Davis

/s/ David Earhart	Director	February 26, 2023
David Earhart

/s/ James Hamilton	Director	February 26, 2023
James Hamilton

/s/ Hila Karah	Director	February 26, 2023
Hila Karah

/s/ Lauren Zletz	Director	February 26, 2023
Lauren Zletz

CYREN INC.		Authorized Representative in the United States	February 26, 2023

By:	/s/ Brett Jackson
Name:	Brett Jackson
Title:	Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated

	CYREN LTD.
Dated: February 28, 2023
	By:	/s/ Guy Gissin
	Name:	Guy Gissin
	Title:	Interim Trustee

SEC Form S-8 POS filed by CYREN Ltd.