SHAREHOLDERS' EQUITY | NOTE 5:- ShareHOLDERS' EQUITY a. 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. b. Issuance of new convertible notes: On December 5, 2018 the Company issued $10,000 aggregate principal amount of convertible notes in a private offering. The notes are unsecured, unsubordinated obligations of Cyren and carry 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 have a 3-year term and are expected to mature in December 2021, unless converted in accordance with their terms prior to maturity. The notes have a conversion price of $3.90 per share. The conversion price may be subject to adjustment using a weighted average ratchet mechanism based on the size and price of future equity offerings and the total shares outstanding. In addition, the notes would be 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 Company incurred interest expense for the six months ended June 30, 2019 of $282. In June 2019, the Company paid the first of the semi-annual interest payments totaling, $287, of which $215 was paid in cash and the remaining portion through the issuance of 35,950 shares. c. Equity Incentive Plan: In 1996, the Company adopted the 1996 CSI Share Option Plan for granting options to its U.S. employees and consultants to purchase ordinary shares of the Company, which was replaced in 2006 by the 2006 U.S. Share Option Plan. Until 1999, the Company issued options to purchase ordinary shares to its Israeli employees pursuant to individual agreements. In 1999, the Company approved the 1999 Section 3(i) stock option plan for its Israeli employees and consultants, (which was amended in 2003 and renamed the "Amended and Restated Israeli Share Option Plan"). On December 22, 2016, the Company's shareholders approved a new stock option plan - the 2016 Equity Incentive Plan (the "Equity Incentive Plan"). This plan, along with its respective Israeli appendix, has replaced all existing employee and consultants stock option plans which have terminated. The Equity Incentive Plan allows for the issuance of Restricted Share 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 optionee'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 canceled or not exercised within the option term become available for future grant. As of June 30, 2019, an aggregate of 306,493 ordinary shares of the Company are available for future grant under the Equity Incentive Plan. At the Company's Annual Meeting on July 30, 2019, our shareholders approved an increase in the number of Ordinary Shares reserved for issuance under the 2016 Equity Incentive Plan and its respective Israeli Appendix to a total of 11,200,000. d. Non-Employee Directors stock option plan: In 1999, the Company adopted the 1999 Directors Share 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 a new stock option plan - the 2016 Non-Employee Director Equity Incentive Plan (the "Non-Employee Director Plan"). This plan, along with its respective Israeli appendix, has replaced all existing Directors stock option plans which have terminated. The Non-Employee Director Plan allows for the issuance of Restricted Share Units ("RSUs"), as well as options. Each option and RSU granted under the Non-Employee 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 relationship with the Company. As of June 30, 2019, an aggregate of 170,214 ordinary shares of the Company are still available for future grant to non-employee directors. At the Company's Annual Meeting on July 30, 2019, our shareholders approved an increase in the number of Ordinary Shares reserved for issuance under the Non-Employee Director Plan and its respective Israeli Appendix to a total of 1,150,000 Ordinary Shares. e. A summary of the Company's employees and directors' stock option activity under the plans is as follows: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value Outstanding at December 31, 2018 6,474,982 $ 2.28 3.39 $ 4,475 Granted 1,336,500 2.16 Exercised (310,899 ) 1.65 Expired and forfeited (273,251 ) 2.53 Outstanding at June 30, 2019 7,227,332 $ 2.28 3.42 $ 207 Options vested and expected to vest at June 30, 2019 6,999,803 $ 2.32 3.36 $ 207 Exercisable options at June 30, 2019 4,809,852 $ 2.30 2.43 $ 207 Weighted average fair value of options granted during the quarter $ 0.82 As of June 30, 2019, the Company had $2,293 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 3.21 years. f. The employee and director options outstanding as of June 30, 2019, have been separated into ranges of exercise prices, as follows: Outstanding Exercisable Weighted average remaining contractual Weighted average exercise Weighted average exercise Options life in price per Options price per Exercise price per share outstanding years share exercisable share $1.44 - $1.93 1,248,531 2.86 $ 1.57 1,244,031 $ 1.57 $2.00 - $2.13 2,490,571 4.52 $ 2.06 1,410,571 $ 2.03 $2.14 - $2.79 1,657,730 3.50 $ 2.48 817,500 $ 2.57 $2.90 - $3.08 1,510,000 2.47 $ 2.99 1,029,250 $ 3.02 $3.20 - $3.32 320,500 1.04 $ 3.32 308,500 $ 3.32 7,227,332 3.42 $ 2.34 4,809,852 $ 2.30 g Options to non-employees: Issuance date Options outstanding Exercise price per share Options exercisable Exercisable through August 1, 2013 150,000 $ 3.08 150,000 Aug-19 May 14, 2014 3,000 $ 3.32 3,000 May-20 February 18, 2015 3,000 $ 3.00 3,000 Feb-21 February 10, 2016 40,000 $ 1.44 40,000 Feb-22 January 24, 2017 25,000 $ 2.00 25,000 Jan-23 221,000 221,000 The options vest and become exercisable at a rate of 1/16 of the options every three months. h. A summary of the Company's RSUs activity for employees, directors and non-employees under the plans is as follows: Number Weighted Average Awarded and unvested at December 31, 2018 479,000 $ 2.47 Granted 586,382 2.58 Vested (97,250 ) 2.33 Forfeited (26,250 ) 2.30 Awarded and unvested at June 30, 2019 941,882 $ 2.56 As of June 30, 2019, the Company had approximately $2,137 of unrecognized compensation expense related to RSUs, expected to be recognized over a weighted average period of 3.32 years. i. The total stock-based compensation expense related to all of the Company's equity-based awards, recognized for the three and six months ended June 30, 2019 and 2018 was as follows: Three months ended Six months ended 2019 2018 2019 2018 Unaudited Unaudited Cost of revenues $ 33 $ 45 $ 62 76 Research and development 58 101 125 192 Sales and marketing 48 96 97 197 General and administrative 175 108 299 208 $ 314 $ 350 $ 583 $ 673 |