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 11, 2021

CYREN LTD.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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).

Results of Operations and Financial Condition.

Preliminary Information for the Fiscal Year Ended December 31, 2020

The Company is providing certain preliminary information related to its revenue, cash and cash equivalents as an update to the information provided in the Company’s previous periodic filings. The Company has not yet completed its financial statements for the fiscal year ended December 31, 2020, but the Company currently estimates that (i) revenue for the fourth quarter was $8.4 million and $36.4 million for the twelve months ended December 31, 2020; (ii) cost of sales was $3.6 million for the fourth quarter and $14.8 million for the twelve months ended December 31, 2020; (iii) operating expenses were $9.0 million for the fourth quarter and $37.3 million for the twelve months ended December 31, 2020; and (iv) net loss was $5.0 million for the fourth quarter and $17.3 million for the twelve months ended December 31, 2020.

The Company's cash and cash equivalents as of December 31, 2020 were approximately $9.3 million. The Company believes, based on its current operating plan, that its cash and cash equivalents as of December 31, 2020 and its projected revenues, together with the net proceeds of the Offering, will be sufficient to fund its operations through the first three quarters of 2021. The ability to continue as a going concern is dependent upon the Company's ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months through a combination of actions that may include existing cash on hand, reducing operating spend, divesting non-core assets and future issuances of equity and/or debt securities.

The Company’s estimates of revenue, cost of sales, operating expenses, net loss, cash and cash equivalents as of December 31, 2020, and its ability to fund its operations are preliminary and unaudited, represent estimates as of the date of this Current Report on Form 8-K, and are subject to completion of the Company’s financial closing procedures. The Company’s independent registered public accounting firm has not completed an audit and does not express an opinion or any other form of assurance with respect to the Company’s estimates of revenue, cost of sales, operating expenses, net loss, cash and cash equivalents, or the Company’s ability to continue as a going concern.

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.

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