SHAREHOLDERS’ EQUITY | SHAREHOLDERS’ EQUITY General Ordinary shares confer upon their holders the right to receive notice to participate and vote in general shareholder meetings of the Company and to receive dividends, if declared. On February 7, 2022, the Company held a Special Meeting of Shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders approved (i) an amendment to the Company’s Amended and Restated Articles of Association (the “Articles of Association”) to effect a reverse share split of the Company’s ordinary shares (the “Reverse Share Split”) at a ratio of not less than one-for-four and not more than one-for-twenty, with such ratio and the implementation and timing of the Reverse Share Split to be determined by the Company’s board of directors in its sole discretion within thirty days of the Special Meeting and (ii) an increase in the authorized share capital by up to NIS 216.0 million to 240.0 million and an amendment to the Company’s Articles of Association accordingly. Following the Special Meeting, on February 7, 2022, the board of directors of the Company approved a one-for-twenty Reverse Share Split and an increase in the Company’s authorized share capital by NIS 216.0 million, and the Articles of Association of the Company were amended accordingly. The Reverse Share Split became effective on February 9, 2022. Additionally, effective at the same time, the total number of ordinary shares the Company is authorized to issue after the effect of the Reverse Share Split is 80 million, the par value per ordinary share is NIS 3.00 and the authorized share capital of the Company is NIS 240.0 million. Upon the effectiveness of the Reverse Share Split, every twenty ordinary shares were automatically combined and converted into one ordinary share. Appropriate adjustments were also made to all outstanding derivative securities of the Company, including all outstanding equity awards and warrants. No fractional shares were issued in connection with the Reverse Share Split. Instead, all fractional shares (including shares underlying outstanding equity awards and warrants) were rounded up to the nearest whole ordinary share. All the ordinary shares and per share data have been retroactively adjusted for the impact of the Reverse Share Split. Issuance of Convertible Notes On December 5, 2018, the Company issued $10.0 million aggregate principal amount of convertible notes in a private offering. The notes were unsecured, unsubordinated obligations of Cyren and carried a 5.75% interest rate, payable semi-annually in (i) 50% cash and (ii) 50% cash or ordinary shares at Cyren’s election. The notes had a 3- year term and matured in December 2021. The notes were issued with a conversion price of $3.90 per share which was subject to adjustment using a weighted-average ratchet mechanism based on the size and price of future equity offerings and the total shares outstanding. On November 7, 2019, Cyren announced the closing of a rights offering that raised gross proceeds of $8.0 million. As a result of this offering, the conversion price of the convertible notes was adjusted to $3.73. On February 16, 2021, Cyren announced securities purchase agreements with several institutional investors for the purchase and sale, in a registered direct offering, of 12.0 million of the Company’s ordinary shares at a purchase price of $1.15 per share for net proceeds of $12.6 million. As a result of this offering, the conversion price of the convertible notes was adjusted to $3.38. On September 17, 2021, the Company issued to several institutional investors in a private placement 14,152,779 ordinary shares at a purchase price of $0.72 per share and warrants to purchase up to 14,152,779 ordinary shares at an exercise price of $0.60 per share. As a result of this offering, the conversion price of the convertible notes was adjusted to $3.02 per share. In addition, the notes were subject to immediate conversion upon any change in control in the Company (or subject to repayment if the price in the change in control transaction is less than the conversion price). The principal balance of $10.0 million on the convertible notes was repaid upon maturity on December 5, 2021. No further obligations remain with respect to the convertible notes. The Company incurred no interest expense for the three and six months ended June 30, 2022. The Company incurred interest expense of $0.1 million and $0.3 million for the three and six months ended June 30, 2021. The Company has no accrued interest as of June 30, 2022, and December 31, 2021, respectively. Issuance of Convertible Debentures In March 2020, the Company entered into purchase agreements with a select group of accredited investors for the purchase of $10.3 million aggregate principal amount of Convertible Debentures in a private placement. Upon the closing, the Company received approximately $9.4 million (net of $0.8 million in issuance expenses). The debentures are unsecured, subordinated obligations of Cyren and carry a 5.75% interest rate per annum, payable semi-annually in cash or ordinary shares at Cyren’s election. The debentures have a four-year term and mature in March 2024, unless converted in accordance with their terms prior to maturity. The debentures have a conversion price of $15.00 per share and are convertible into 67 ordinary shares per $1.0 million principal amount of debentures. The conversion price is subject to adjustment based on the price and timing of future equity offerings and other customary adjustments. Upon the satisfaction of price and other conditions, Cyren has the right to force the conversion of the debentures. In March 2021, the Company paid semi-annual interest payments totaling, $0.3 million, which was paid through the issuance of 14,572 shares of common stock. In March 2022, the Company paid semi-annual interest payments totaling, $0.3 million, which was paid through the issuance of 31,667 shares of common stock. For the quarter ended March 31, 2021, two debenture holders converted a combined $1 million of principal plus interest of their debentures, which was a portion of their holding. The principal and interest were paid through the issuance of 60,074 shares. There were no conversions for the quarter ended June 30, 2022. The Company incurred interest expense of $170 thousand and $344 thousand for the three and six months ended June 30, 2022, of which $44 thousand and $92 thousand is related to the amortization of debt issuance costs, respectively. The Company incurred interest expense of $167 thousand and $343 thousand for the three and six months ended June 30, 2021, of which $41 thousand and $90 thousand is related to the amortization of debt issuance costs, respectively. The Company has accrued interest of $131 thousand and $137 thousand as of June 30, 2022, and December 31, 2021, respectively. The principal balance of the Convertible Debentures as of June 30, 2022, was $9.0 million. Equity Incentive Plan On December 22, 2016, the Company’s shareholders approved the 2016 Equity Incentive Plan (the “Equity Incentive Plan”). This plan, along with its Israeli appendix, replaced all then-existing employee and consultants’ stock option plans. The Equity Incentive Plan allows for the issuance of Restricted Stock Units (“RSUs”) as well as options. The options and RSUs generally vest over a period of four years. Options granted under the Equity Incentive Plan generally expire after six years from the date of grant. Options and RSUs cease vesting upon termination of the grantee’s employment or other relationship with the Company. The per share exercise price for options shall be no less than 100% of the fair market value per ordinary share on the date of grant. Any options and RSUs that are cancelled or not exercised within the option term become available for future grant. On July 30, 2019, the shareholders of the Company approved an increase in the number of ordinary shares reserved for issuance under the 2016 Equity Incentive Plan and its Israeli Appendix to a total of 560,000. As of June 30, 2022, an aggregate of 295,500 ordinary shares of the Company were available for future grant under the Equity Incentive Plan. Non-Employee Directors Stock Option Plan In 1999, the Company adopted the 1999 Directors Stock Option Plan, and in 2008, shareholders approved an extension of the term of this plan through July 13, 2019. On December 15, 2006, the plan was extended through 2016. On December 22, 2016, the Company’s shareholders approved the 2016 Non-Employee Director Equity Incentive Plan (the “Non-Employee Director Plan”). This plan, along with its Israeli appendix, replaced all existing Directors' stock option plans. The Non-Employee Director Plan allows for the issuance of RSUs as well as options. Each option and RSU granted under the Non-Employee Director Plan generally vests over a period of four years. Each option has an exercise price equal to the fair market value of the ordinary shares on the grant date of such option. Options granted under the Non-Employee Director Plan generally expire after six years from the date of grant. Options and RSUs cease vesting upon termination of the grantee's relationship with the Company. On July 30, 2019, the shareholders of the Company approved an increase in the number of ordinary shares reserved for issuance under the Non-Employee Director Plan and its Israeli Appendix to a total of 57,500 ordinary shares. As of June 30, 2022, an aggregate of 42,867 ordinary shares of the Company remains available for future grants to non-employee directors. A summary of the Company’s employees and directors’ stock option activity under the plans is as follows: (Unaudited and USD in thousands) Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2021 181,286 $ 38.58 2.74 $ — Granted — — 0 — Exercised — — 0 — Expired and forfeited (20,833) 32.60 0 — Outstanding at June 30, 2022 160,453 $ 39.65 2.47 $ — Options vested and expected to vest at June 30, 2022 157,838 $ 39.81 2.45 $ — Exercisable options at June 30, 2022 128,140 $ 41.73 2.18 $ — The aggregate intrinsic value in the tables above represents the total intrinsic value (the difference between the fair value of the Company’s ordinary shares as of the last day of each period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on the last day of each period. No options were exercised during the quarters ended June 30, 2022, and 2021, respectively, and the intrinsic value was zero as of June 30, 2022, and 2021, respectively. The weighted-average grant date fair value of options granted to employees and directors during the quarters ended June 30, 2022, and 2021 was zero and $0.43, respectively. As of June 30, 2022, the Company had $0.4 million of unrecognized compensation expense related to non-vested stock options granted to employees and directors, expected to be recognized over a remaining weighted-average period of 1.29 years. The employee and directors’ options outstanding as of June 30, 2022, have been separated into ranges of exercise prices, as follows: Outstanding Exercisable Exercise price per share Options Weighted- Weighted- Options Weighted- $6.40 - $32.80 33,566 3.76 $ 26.09 18,125 $ 30.84 $34.00 - $40.00 33,806 1.34 $ 37.76 30,735 $ 38.10 $41.80 - $42.60 55,250 2.80 $ 41.81 42,875 $ 41.81 $46.00 - $64.00 37,831 1.86 $ 50.22 36,405 $ 50.12 Total employee and director options outstanding 160,453 2.47 $ 39.65 128,140 $ 41.73 Options to non-employees and non-directors are disclosed as follows: Issuance date Options outstanding Exercise price per share Options exercisable Exercisable through January 24, 2017 1,250 $ 40.00 1,250 Jan-23 The options vest and become exercisable at a rate of 1/16 of the options every three months. As of June 30, 2022, the Company did not have any unrecognized compensation expense related to non-employee non-vested stock options. A summary of the Company’s RSUs activity for employees, directors and non-employees under the plans is as follows: Number of Weighted- Awarded and unvested at December 31, 2021 344,307 $ 18.20 Granted 70,550 6.88 Vested (78,692) 19.66 Forfeited (72,070) 17.59 Awarded and unvested at June 30, 2022 264,095 $ 14.89 As of June 30, 2022, the Company had approximately $3.2 million of unrecognized compensation expense related to RSUs, expected to be recognized over a weighted-average period of 2.15 years. The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three and six-month periods ended June 30, 2022 and 2021 was as follows: Three Months Ended Six Months Ended (Unaudited and USD in thousands) 2022 2021 2022 2021 Cost of revenues $ 41 $ 75 $ 109 $ 90 Research and development 54 33 103 79 Sales and marketing 100 78 186 125 General and administrative 288 342 707 677 Total share-based compensation expense from continuing operations $ 483 $ 528 $ 1,105 $ 971 Share-based compensation expense included in discontinued operations 5 20 13 34 Total share-based compensation expense $ 488 $ 548 $ 1,118 $ 1,005 |