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 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 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 $8,019. As a result of this offering, the conversion price of the convertible notes was adjusted to $3.73. 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). During the nine months ended, September 30, 2020, the Company paid semi-annual interest payments totaling, $288, of which $144 was paid in cash and the remaining portion through the issuance of 129,376 shares. The Company has accrued interest of $181 as of September 30, 2020. The principal balance of the convertible notes as of September 30, 2020 was $10.0 million. c. Issuance of Convertible Debentures: In March 2020, the Company entered into purchase agreements with a select group of accredited investors for the purchase of $10.25 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 $0.75 per share and are convertible into 1,333 ordinary shares per $1,000 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 September 2020, the Company paid semi-annual interest payments totaling, $289, which was paid through the issuance of 280,946 shares. On July 6, 2020, one of the debenture holders converted $163 of principal plus interest of their debentures, which was a portion of their holding. The principal and interest were paid through the issuance of 216,334 shares. The Company has accrued interest of $13 as of September 30, 2020. The principal balance of the Convertible Debentures as of September 30, 2020 was $10.04 million. d. Equity Incentive Plan: On December 22, 2016, the Company’s shareholders approved a new equity plan - the 2016 Equity Incentive Plan (the “Equity Incentive Plan”). This plan, along with its respective 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 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 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 respective Israeli Appendix to a total of 11,200,000. As of September 30, 2020, an aggregate of 7,362,861 ordinary shares of the Company are still available for future grant under the Equity Incentive Plan. e. Non-Employee Directors stock option plan: On December 22, 2016, the Company’s shareholders approved a new equity plan - the 2016 Non-Employee Director Equity Incentive Plan (the “Non-Employee Director Plan”). This plan, along with its respective Israeli appendix, replaced all existing Directors stock option plans. The Non-Employee Director Plan allows for the issuance of Restricted Stock 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. 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 respective Israeli Appendix to a total of 1,150,000 Ordinary Shares. As of September 30, 2020, an aggregate of 797,882 ordinary shares of the Company are still available for future grant to non-employee directors. f. A summary of the Company’s employees and directors’ stock option activity under the plans is as follows: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2019 7,299,667 $ 2.16 3.81 $ - Granted 235,500 1.50 Exercised - - Expired and forfeited (1,152,674 ) 2.49 Outstanding at September 30, 2020 6,382,493 $ 2.08 3.40 $ 1 Options vested and expected to vest at September 30, 2020 6,183,575 $ 2.09 3.36 $ 1 Exercisable options at September 30, 2020 3,879,279 $ 2.19 2.55 $ - Weighted-average fair value of options granted during the quarter $ 0.66 As of September 30, 2020, the Company had $1,911 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 2.46 years. g. The employee and director options outstanding as of September 30, 2020, have been separated into ranges of exercise prices, as follows: Outstanding Exercisable Weighted- Weighted- Weighted- Options life in price per Options price per Exercise price per share outstanding years share exercisable share $1.06 - $1.64 1,568,415 4.03 $ 1.56 752,090 $ 1.52 $1.70 - $2.00 1,642,110 3.59 $ 1.85 1,084,118 $ 1.92 $2.05 - $2.14 1,336,568 4.39 $ 2.09 601,928 $ 2.10 $2.30 - $2.75 781,400 3.77 $ 2.39 477,169 $ 2.38 $2.90 - $3.20 1,054,000 2.18 $ 2.97 963,974 $ 2.97 6,382,493 3.65 $ 2.08 3,879,279 $ 2.19 h. Options to non-employees and non-directors: Issuance date Options Exercise Options Exercisable 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 68,000 68,000 The options vest and become exercisable at a rate of 1/16 of the options every three months. As of September 30, 2020, the Company did not have any unrecognized compensation expense related to non-employee and non-director non-vested stock options. i. 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, 2019 1,733,132 $ 2.09 Granted 1,359,000 1.28 Vested (856,132 ) 2.30 Forfeited (42,500 ) 2.30 Awarded and unvested at September 30, 2020 2,193,500 $ 1.50 As of September 30, 2020, the Company had approximately $2,706 of unrecognized compensation expense related to RSUs, expected to be recognized over a weighted-average period of 2.72 years. j. The total stock-based compensation expense related to all of the Company’s equity-based awards, recognized for the three and nine months ended September 30, 2020 and 2019 was as follows: Three months ended Nine months ended 2020 2019 2020 2019 Unaudited Unaudited Cost of revenues $ 21 $ 36 $ 85 98 Research and development 70 78 229 203 Sales and marketing 65 51 204 148 General and administrative 568 254 1,358 553 $ 724 $ 419 $ 1,876 $ 1,002 |