Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | CYREN Ltd. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 75,406,804 | |
Amendment Flag | false | |
Entity Central Index Key | 0001084577 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-26495 | |
Entity Incorporation, State or Country Code | L3 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 16,455 | $ 9,296 |
Trade receivables (net of allowances of $67 and $201, respectively) | 721 | 960 |
Deferred commissions | 953 | 980 |
Prepaid expenses and other receivables | 820 | 779 |
Total current assets | 18,949 | 12,015 |
LONG-TERM ASSETS: | ||
Long-term deferred commissions | 1,036 | 1,125 |
Long-term lease deposits and prepaids | 861 | 937 |
Operating lease right-of-use assets | 10,275 | 10,900 |
Severance pay fund | 767 | 745 |
Property and equipment, net | 3,360 | 3,948 |
Intangible assets, net | 7,153 | 7,797 |
Goodwill | 20,860 | 21,476 |
Total long-term assets | 44,312 | 46,928 |
Total assets | 63,261 | 58,943 |
CURRENT LIABILITIES: | ||
Trade payables | 882 | 799 |
Convertible notes (related party) | 10,000 | 10,000 |
Employees and payroll accruals | 3,811 | 3,813 |
Accrued expenses and other liabilities ($175 and $37 attributable to related parties, respectively) | 1,236 | 1,420 |
Operating lease liabilities | 1,863 | 1,983 |
Deferred revenues | 4,106 | 6,934 |
Total current liabilities | 21,898 | 24,949 |
LONG-TERM LIABILITIES: | ||
Deferred revenues | 583 | 644 |
Convertible Debentures ($235 and $234 attributable to related parties, respectively) | 8,456 | 9,248 |
Long-term operating lease liabilities | 9,107 | 9,866 |
Deferred tax liability | 513 | 655 |
Accrued severance pay | 839 | 838 |
Other liabilities | 521 | 706 |
Total long-term liabilities | 20,019 | 21,957 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Authorized: 110,000,000 shares as of March 31, 2021 (Unaudited) and December 31, 2020; Issued and Outstanding: 75,406,804 and 61,271,910 shares as of March 31, 2021 (Unaudited) and December 31, 2020, respectively | 2,644 | 2,392 |
Additional paid-in capital | 272,873 | 258,962 |
Accumulated other comprehensive loss | (1,384) | (725) |
Accumulated deficit | (252,789) | (248,592) |
Total shareholders’ equity | 21,344 | 12,037 |
Total liabilities and shareholders’ equity | $ 63,261 | $ 58,943 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) $ in Thousands | Mar. 31, 2021USD ($)shares | Mar. 31, 2021₪ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020₪ / shares |
Statement of Financial Position [Abstract] | ||||
Allowances for doubtful accounts | $ | $ 67 | $ 201 | ||
Accrued expenses and other liabilities attributable to related parties | $ | 175 | 37 | ||
Convertible debentures attributable to related parties | $ | $ 235 | $ 234 | ||
Ordinary shares, par value | ₪ / shares | ₪ 0.15 | ₪ 0.15 | ||
Ordinary shares, authorized | shares | 110,000,000 | 110,000,000 | ||
Ordinary shares, issued | shares | 75,406,804 | 61,271,910 | ||
Ordinary shares, outstanding | shares | 75,406,804 | 61,271,910 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 8,757 | $ 9,649 |
Cost of revenues | 3,795 | 3,598 |
Gross profit | 4,962 | 6,051 |
Operating expenses: | ||
Research and development, net | 4,250 | 3,344 |
Sales and marketing | 2,638 | 3,036 |
General and administrative | 2,160 | 2,214 |
Total operating expenses | 9,048 | 8,594 |
Operating loss | (4,086) | (2,543) |
Other income (expense), net | (18) | 6 |
Financial expenses, net ($140 and $139 interest expense attributable to related parties, respectively) | (214) | (231) |
Loss before taxes on income | (4,318) | (2,768) |
Tax benefit | 121 | 17 |
Net loss | $ (4,197) | $ (2,751) |
Basic and diluted net loss per share (in Dollars per share) | $ (0.06) | $ (0.05) |
Weighted-average number of shares used in computing basic net loss per share (in Shares) | 68,469 | 59,684 |
Weighted-average numbers of shares used in computing diluted net loss per share (in Shares) | 68,469 | 59,684 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Financial expenses, net attributable to related parties | $ 140 | $ 139 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (4,197) | $ (2,751) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (659) | (288) |
Comprehensive loss | $ (4,856) | $ (3,039) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($) $ in Thousands | Ordinary shares | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Total |
Balance at Dec. 31, 2019 | $ 2,309 | $ 255,741 | $ (2,010) | $ (231,329) | $ 24,711 |
Balance (in Shares) at Dec. 31, 2019 | 59,372,173 | ||||
Restricted stock units vested | $ 26 | (26) | |||
Restricted stock units vested (in Shares) | 593,632 | ||||
Stock-based compensation related to employees, directors and consultants | 645 | 645 | |||
Other comprehensive loss | (288) | (288) | |||
Net loss | (2,751) | (2,751) | |||
Balance at Mar. 31, 2020 | $ 2,335 | 256,360 | (2,298) | (234,080) | 22,317 |
Balance (in Shares) at Mar. 31, 2020 | 59,965,805 | ||||
Balance at Dec. 31, 2020 | $ 2,392 | 258,962 | (725) | (248,592) | 12,037 |
Balance (in Shares) at Dec. 31, 2020 | 61,271,910 | ||||
Stock issuance for financing, net of costs | $ 556 | 12,032 | 12,588 | ||
Stock issuance for financing, net of costs (in Shares) | 12,000,000 | ||||
Restricted stock units vested | $ 30 | (30) | |||
Restricted stock units vested (in Shares) | 642,000 | ||||
Placement agent warrants | $ (402) | 402 | |||
Payment of interest in shares | $ 13 | 246 | 259 | ||
Payment of interest in shares (in Shares) | 291,422 | ||||
Stock-based compensation related to employees, directors and consultants | 457 | 457 | |||
Issuance of shares upon early conversion of a Convertible Debentures | $ 55 | 804 | 859 | ||
Issuance of shares upon early conversion of a Convertible Debentures (in Shares) | 1,201,472 | ||||
Other comprehensive loss | (659) | (659) | |||
Net loss | (4,197) | (4,197) | |||
Balance at Mar. 31, 2021 | $ 2,644 | $ 272,873 | $ (1,384) | $ (252,789) | $ 21,344 |
Balance (in Shares) at Mar. 31, 2021 | 75,406,804 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (4,197) | $ (2,751) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
(Gain) loss on disposal of property and equipment | 18 | (13) |
Depreciation | 563 | 618 |
Stock-based compensation | 457 | 645 |
Amortization of intangible assets | 742 | 560 |
Amortization of deferred commissions | 325 | 350 |
Non-cash operating lease expense | 466 | 389 |
Interest on convertible notes | 142 | 141 |
Interest and amortization of debt issuance costs on Convertible Debentures | 176 | 24 |
Deferred taxes, net | (124) | (64) |
Changes in assets and liabilities: | ||
Trade receivables | 211 | (652) |
Prepaid expenses and other receivables | 2 | (326) |
Deferred commissions | (208) | (388) |
Change in long-term lease deposits | 2 | (114) |
Trade payables | 62 | 45 |
Employees and payroll accruals, accrued expenses and other liabilities | (176) | (491) |
Deferred revenues | (2,774) | (2,073) |
Accrued severance pay, net | (21) | (23) |
Operating lease liabilities | (731) | (420) |
Other long-term liabilities | (186) | 153 |
Net cash used in operating activities | (5,251) | (4,390) |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 2 | 2 |
Capitalization of technology | (152) | (1,001) |
Purchase of property and equipment | (18) | (558) |
Net cash used in investing activities | (168) | (1,557) |
Cash flows from financing activities: | ||
Proceeds from Convertible Debentures, net of debt issuance costs | 9,442 | |
Proceeds from stock issuance, net of costs | 12,588 | |
Net cash provided by (used in) financing activities | 12,588 | 9,442 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (30) | (6) |
Increase (Decrease) in cash, cash equivalents and restricted cash | 7,139 | 3,489 |
Cash, cash equivalents and restricted cash at the beginning of the period | 9,914 | 12,127 |
Cash, cash equivalents and restricted cash at the end of the period | 17,053 | 15,616 |
Supplemental disclosure of non-cash transactions: | ||
Purchase of property and equipment by credit | (22) | (823) |
Operating lease right-of-use asset exchanged for lease obligations | 3,537 | |
Issuance of shares on early conversion of Convertible Debentures | 859 | |
Issuance of shares for payment of interest on Convertible Debentures | 259 | |
Net change in accrued payroll expenses related to capitalization of technology | (10) | (243) |
Reconciliation of cash, cash equivalents and restricted cash as shown in the condensed consolidated statements of cash flow: | ||
Cash and cash equivalents | 16,455 | 15,061 |
Restricted cash included in long-term restricted lease deposits | 598 | 555 |
Total cash, cash equivalents and restricted cash | $ 17,053 | $ 15,616 |
General
General | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1: GENERAL Cyren Ltd. (henceforth “Cyren”) was incorporated under the laws of the State of Israel on February 10, 1991 and its legal form is a company limited by shares. Cyren listed its shares to the public on July 15, 1999 under the name Commtouch Software Ltd. and changed its legal name to Cyren Ltd. in January 2014. Cyren and its subsidiaries, unless otherwise indicated will be referred to in these consolidated financial statements as the “Company”. The Company is engaged in developing and marketing cyber security solutions to identify and protect threats in email, files and from the web. The Company sells its cloud-based solutions worldwide, in both embedded and Software-as-a-Service models, to Original Equipment Manufacturers (“OEMs”), service providers and enterprises. The Company operates in one reportable segment, which constitutes its reporting unit. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES a. Interim Financial Statements The accompanying consolidated balance sheet as of March 31, 2021, the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidated statements of cash flows for the three months ended March 31, 2021 and 2020, as well as the statement of changes in shareholders’ equity for the three months ended March 31, 2021, are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. In management’s opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of March 31, 2021, as well as its results of operations and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for other interim periods or for future years. b. Over the past several years, the Company has devoted substantially most of its effort to research and product development, and increasing revenues through additional investments in sales & marketing. The Company has incurred losses since inception and expects to continue to incur losses for the foreseeable future. At March 31, 2021, the Company’s cash and cash equivalents position is not sufficient to fund the Company’s planned operations for at least a year beyond the date of the filing date of the condensed consolidated financial statements. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining 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. On February 11, 2021, the Company entered into securities purchase agreements with several institutional investors for the purchase and sale, in a registered direct offering, of 12,000,000 of the Company’s ordinary shares at a purchase price of $1.15 per share for net proceeds of $12,588. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The condensed consolidated financial statements for the three months ended March 31, 2021 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. c. Significant accounting policies The accompanying unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2021. Other than the change described below, there have been no changes to the significant accounting policies described in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 that have had a material impact on the unaudited interim consolidated financial statements and related notes. d. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. e. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. U.S. GAAP requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. Initially, this evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management evaluates the mitigating effect of its plans if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued or prior to the conditions or events that create the going concern risk. The consolidated financial statements as of March 31, 2021 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. f. Recently issued and adopted pronouncements: In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes” under ASC 740, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year. The Company adopted this new guidance in the first quarter of fiscal 2021. The adoption of ASU 2019-12 did not have a material impact on the condensed consolidated financial statements. g. New accounting pronouncements not yet adopted: In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 3: LEASES The Company adopted the new standard as of January 1, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a full retrospective approach. The Company has elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard which does not require it to reassess the prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company has elected the short-term lease exception for leases with a term of 12 months or less. As part of this election it will not recognize right-of-use assets and lease liabilities on the balance sheet for Note 3 with terms less than 12 months. The Company also elected the practical expedient to not separate lease and non-lease components for all our leases. This will result in the initial and subsequent measurement of the balances of the right-of-use asset and lease liability being greater than if the policy election was not applied. Some leases include one or more options to extend the lease. The exercise of options to extend the lease is typically at the Company’s sole discretion; therefore, the majority of renewals to extend the lease terms are included in our right of use assets and lease liabilities as they are reasonably certain of exercise. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. Lease modifications result in remeasurement of the lease liability. The right-of-use asset and lease liability are initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate based on the information available at the date of adoption in determining the present value of the lease payments. Some of the real estate leases contain variable lease payments, including payments based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease adoption. Additional payments based on the change in an index or rate are recorded as a period expense when incurred. The Company has various operating leases for office space and vehicles that expire through 2030. Below is a summary of our operating right-of-use assets and operating lease liabilities as of March 31, 2021: Operating lease right-of-use assets $ 10,275 Operating lease liabilities, current $ 1,863 Operating lease liabilities long-term 9,107 Total operating lease liabilities $ 10,970 The short-term lease liabilities are included within accrued expenses and other short-term liabilities in the condensed consolidated balance sheet. Minimum lease payments for our right of use assets over the remaining lease periods as of March 31, 2021, are as follows: Year ended December 31, 2021 $ 1,792 2022 1,817 2023 1,615 2024 1,628 2025 1,641 Thereafter 4,478 Total undiscounted lease payments $ 12,971 Less: Interest 2,001 Present value of lease liabilities 10,970 Premises rent expense was $737 and $654 for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the Company subleases two real estate properties. Sublease receipts were $172 and $71 for the three months ended March 31, 2021 and 2020, respectively. The Company has elected the practical expedient to not separate lease components from non-lease components. The weighted-average remaining lease terms and discount rates for all of operating leases were as follows as of March 31, 2021: Remaining lease term and discount rate: Weighted-average remaining lease term (years) 7.0 Weighted-average discount rate 4.37 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4: COMMITMENTS AND CONTINGENCIES a. Cyren Ltd., which was incorporated in Israel, partially financed its research and development expenditures under programs sponsored by the Israel Innovation Authority (“IIA”) for the support of certain research and development activities conducted in Israel. In connection with specific research and development, the Company received $3,699 of participation payments from the IIA through March 31, 2021. In return for the IIA’s participation in this program, the Company is committed to pay royalties at a rate of 3% of the program’s developed product sales, up to 100% of the amount of grants received plus interest at annual LIBOR rate. The Company’s total commitment for royalties payable with respect to future sales, based on IIA participations received, net of royalties paid or accrued, totaled $2,656 and $2,714 as of March 31, 2021 and December 31, 2020 respectively. For the quarters ended March 31, 2021 and 2020, $22 and $69, respectively, were recorded as cost of revenues with respect to royalties due to the IIA. b. Litigation: i. On June 28, 2017 a vendor filed a Statement of Claim in the Tel Aviv District Court (the “SOC”). According to the vendor’s SOC, the Company entered into an agreement with the vendor for receipt of services, based on a database developed by the vendor. In September 2015, the Company terminated the agreement with the vendor, effective as of December 31, 2015. The vendor claimed that the Company had continued to make use of the vendor’s database post termination thus breaching the agreement, infringing on the vendor’s rights and commercial secrets, and being unjustly enriched. The vendor claimed damages of approximately $3,150 and injunctive relief ordering the Company and/or its customers to delete any remaining data and to cease from utilizing such data. The Company denied all claims and filed a Statement of Defense on November 15, 2017. Pretrial was scheduled for May 15, 2018. In accordance with the court’s recommendation from November 28, 2017, the parties agreed to examine a non-binding mediation process and appointed a mediator. The parties agreed to conduct a third-party audit of the Company’s databases in the scope of the mediation. In September 2018 and January 2019, the same vendor filed a lawsuit against two of the Company’s customers in the United States. The vendor alleged that the clients misappropriated the vendor’s trade secrets and sought injunctive relief and monetary damages in an amount to be determined. Both customers contended that the allegations related to the services they receive from the Company, and the Company agreed to indemnify both clients against these claims. On September 30, 2019, the court dismissed one of the lawsuits in its entirety for lack of personal jurisdiction and, in the second lawsuit, dismissed part of the claims with prejudice but granted the vendor the right to amend its other claims. On October 31, 2019, the vendor filed an amended complaint. In December 2019, the Company reached a settlement with the vendor and the Company agreed to pay $750; $375 in December 2019 and the remaining portion in January 2020. As of March 31, 2021, the Company has paid all amounts due under this settlement. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
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). The Company incurred interest expense of $142 and $141 for the quarters ended March 31, 2021, and 2020, respectively. The Company has accrued interest of $174 as of March 31, 2021. The principal balance of the convertible notes as of March 31, 2021 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 March 2021, the Company paid semi-annual interest payments totaling, $259, which was paid through the issuance of 291,422 shares. For the quarter ended March 31, 2021, two debenture holders converted $909 of principal plus interest of their debentures, which was a portion of their holding. The principal and interest were paid through the issuance of 1,201,472 shares. The Company incurred interest expense of $176 for the quarter ended March 31, 2021, $49 of which is related to the amortization of debt issuance costs. The Company has accrued interest of $16 as of March 31, 2021 The principal balance of the Convertible Debentures as of March 31, 2021 was $9.0 million. As of March 31, 2021, the total estimated fair value of the Convertible Debentures was approximately $7.3 million. The fair value was determined based on the closing trading price of $0.81 per share multiplied by the Convertible Debentures principal balance as of the last day of trading for the period The fair value of the Convertible Debentures is considered a Level 2 within the fair value hierarchy and was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Convertible Debentures in an over-the-counter market. 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 March 31, 2021, an aggregate of 6,191,972 ordinary shares of the Company are still available for future grant under the Equity Incentive Plan. e. 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 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 March 31, 2021, an aggregate of 830,550 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, 2020 6,205,860 $ 2.09 3.18 $ - Granted 56,500 1.03 Exercised - - Expired and forfeited (1,075,527 ) 2.49 Outstanding at March 31, 2021 5,186,833 $ 2.00 3.26 $ - Options vested and expected to vest at March 31, 2021 5,062,104 $ 2.00 3.23 $ - Exercisable options at March 31, 2021 3,522,824 $ 2.03 2.79 $ - Weighted-average fair value of options granted during the quarter $ 0.53 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. The total intrinsic value of options exercised during the quarters ended March 31, 2021 and 2020 was $0, and $0, respectively. The weighted-average grant date fair value of options granted to employees and directors during the quarters ended March 31, 2021, and 2020, was $0.53 and $0.48, respectively. As of March 31, 2021, the Company had $1,347 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 2.00 years. g. The employee and directors’ options outstanding as of March 31, 2021, have been separated into ranges of exercise prices, as follows: Outstanding Exercisable Exercise Weighted- Weighted- Weighted- price per Options life in price per Options price per share outstanding years share exercisable share $0.85 - $1.64 1,502,373 3.49 $ 1.55 815,295 $ 1.53 $1.70 - $2.00 1,319,846 2.47 $ 1.88 1,187,900 $ 1.90 $2.05 - $2.14 1,167,316 3.94 $ 2.09 575,836 $ 2.09 $2.30 - $2.75 738,600 3.01 $ 2.39 550,927 $ 2.38 $2.90 - $3.20 458,698 3.41 $ 2.92 392,866 $ 2.92 5,186,833 3.26 $ 2.00 3,522,824 $ 2.03 h. Options to non-employees and non-directors: Issuance date Options outstanding Exercise price per share Options exercisable Exercisable through February 10, 2016 40,000 $ 1.44 40,000 Feb-22 January 24, 2017 25,000 $ 2.00 25,000 Jan-23 65,000 65,000 The options vest and become exercisable at a rate of 1/16 of the options every three months. As of March 31, 2021, the Company did not have any unrecognized compensation expense related to non-employee 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 of Weighted- Awarded and unvested at December 31, 2020 2,183,500 $ 1.50 Granted 3,719,500 0.91 Vested (642,000 ) 1.40 Forfeited (17,500 ) 2.30 Awarded and unvested at March 31, 2021 5,243,500 $ 1.09 As of March 31, 2021, the Company had approximately $5,433 of unrecognized compensation expense related to RSUs, expected to be recognized over a weighted-average period of 3.05 years. j. The total stock-based compensation expense related to all of the Company’s equity-based awards, recognized for the three-month periods ended March 31, 2021 and 2020 was as follows: Three months ended 2021 2020 Unaudited Cost of revenues $ 21 $ 44 Research and development 53 95 Sales and marketing 49 96 General and administrative 335 410 $ 458 $ 645 |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | NOTE 6: SEGMENT AND GEOGRAPHIC INFORMATION Summary information about geographic areas: ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment and derives revenues from licensing of software and sales of professional services, maintenance and technical support (see note 1 for a brief description of the Company’s business). The following is a summary of revenues within geographic areas: a. The following sets forth total revenue by solutions offered by geographic area based on the billing address of the customer: Three Months Ended 2021 2020 Unaudited United States $ 3,966 $ 4,434 Germany 2,125 2,097 Europe-Other 1,081 1,112 Asia Pacific 623 668 Israel 844 1,245 Other 118 93 $ 8,757 $ 9,649 b. Major customers: During the quarter ended March 31, 2021 and 2020, 23% and 22% of the Company’s revenues were derived from customer A. During the quarter ended March 31, 2021, no other customer accounted for more than 10% of total revenue. c. Remaining performance obligations: As of March 31, 2021, approximately $38,440 of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancellable contracts. The Company expects to recognize revenue on approximately 55% of these remaining performance obligations during the remainder of 2021, approximately 32% in 2022, with the remainder recognized thereafter. d. Revenue generated by Customer Type: March 31, March 31, 2021 2020 Unaudited Unaudited OEM/Embedded Security (*) $ 7,069 $ 7,906 Enterprise/SMB (**) 1,688 1,743 $ 8,757 $ 9,649 (*) This market represents customers who embed Cyren Threat Detection Services and Threat Intelligence Feeds into their infrastructure and/or products to protect their customers and users. (**) In this market, Cyren provides enterprise and SMB customers email security products and threat intelligence to help protect their employees, data and IP. e. The following sets forth the Company’s long-lived tangible assets by geographic area: March 31, December 31, 2021 2020 Unaudited Israel $ 6,202 $ 6,490 United States 1,607 1,964 Germany 4,736 5,247 Other 1,090 1,147 $ 13,635 $ 14,848 |
Financial Expense, Net
Financial Expense, Net | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
FINANCIAL EXPENSE, NET | NOTE 7: FINANCIAL EXPENSE, NET March 31, March 31 2021 2020 Unaudited Unaudited Income: Interest on cash and cash equivalents $ - $ - Expenses: Interest and accretion of discount (319 ) (163 ) Foreign currency exchange differences, net 121 (52 ) Other (16 ) (16 ) $ (214 ) $ (231 ) |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 8: RELATED PARTIES a. Balances with related parties: March 31, December 31, 2021 2020 Unaudited Interest expense accrual – Convertible Notes (*) $ 174 $ 32 Interest expense accrual – Convertible Debentures (*) - 4 Short-term Convertible Notes (**) 10,000 10,000 Long-term Convertible Debentures (***) 235 234 (*) Related to the semi-annual interest payable due in June and December related to the Convertible Note entered into December 5, 2018 and the semi-annual interest payable due in March and September related to the Convertible Debentures entered into March 19, 2020. See notes 5b. and 5c., respectively for further details. (**) Related to the Convertible Note entered into December 5, 2018. See note 5b. for further details. (***) Related to the Convertible Debentures entered into March 19, 2020. See note 5c. for further details. b. Transactions with related parties: March 31, March 31, 2021 2020 Unaudited Unaudited Interest expense on Convertible Notes (*) $ 142 $ 141 Interest expense on Convertible Debentures (**) $ 5 $ - (*) Related to the semi-annual interest payable due in June and December related to the Convertible Note entered into December 5, 2018. See note 5b. for further details. (**) Related to the semi-annual interest payable due in March and September related to the Convertible Debentures entered into March 19, 2020. See note 5c. for further details. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 9: SUBSEQUENT EVENT On April 8, 2021, the Company received written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market informing that because the closing bid price of the ordinary shares listed on the Nasdaq Capital Market was below $1.00 per share for 30 consecutive business days prior to the date of the Notice the Company currently do not meet the minimum closing bid requirement for continued listing on the Nasdaq Capital Market set forth in Rule 5550(a)(2) of the Nasdaq Listing Rules. The Company has until October 5, 2021 to regain compliance. If the Company does not regain compliance by October 5, 2021, the Company may be eligible for a second 180 day compliance period, provided that, on such date, the Company meets the continued listing requirement for market value of publicly held shares and all other applicable initial listing requirements for the Nasdaq Capital Market (other than the minimum closing bid price requirement) and the Company provides written notice to Nasdaq of its intention to cure the deficiency and plans for curing the deficiency during the second compliance period. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | a. Interim Financial Statements The accompanying consolidated balance sheet as of March 31, 2021, the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidated statements of cash flows for the three months ended March 31, 2021 and 2020, as well as the statement of changes in shareholders’ equity for the three months ended March 31, 2021, are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. In management’s opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of March 31, 2021, as well as its results of operations and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for other interim periods or for future years. |
Research and product development | b. Over the past several years, the Company has devoted substantially most of its effort to research and product development, and increasing revenues through additional investments in sales & marketing. The Company has incurred losses since inception and expects to continue to incur losses for the foreseeable future. At March 31, 2021, the Company’s cash and cash equivalents position is not sufficient to fund the Company’s planned operations for at least a year beyond the date of the filing date of the condensed consolidated financial statements. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining 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. On February 11, 2021, the Company entered into securities purchase agreements with several institutional investors for the purchase and sale, in a registered direct offering, of 12,000,000 of the Company’s ordinary shares at a purchase price of $1.15 per share for net proceeds of $12,588. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The condensed consolidated financial statements for the three months ended March 31, 2021 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. |
Significant accounting policies | c. Significant accounting policies The accompanying unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2021. Other than the change described below, there have been no changes to the significant accounting policies described in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 that have had a material impact on the unaudited interim consolidated financial statements and related notes |
Use of estimates | d. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Going Concern | e. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. U.S. GAAP requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. Initially, this evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management evaluates the mitigating effect of its plans if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued or prior to the conditions or events that create the going concern risk. The consolidated financial statements as of March 31, 2021 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. |
Recently issued and adopted pronouncements | f. Recently issued and adopted pronouncements: In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes” under ASC 740, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year. The Company adopted this new guidance in the first quarter of fiscal 2021. The adoption of ASU 2019-12 did not have a material impact on the condensed consolidated financial statements. |
New accounting pronouncements not yet adopted | g. New accounting pronouncements not yet adopted: In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of operating right-of-use assets and operating lease liabilities | Operating lease right-of-use assets $ 10,275 Operating lease liabilities, current $ 1,863 Operating lease liabilities long-term 9,107 Total operating lease liabilities $ 10,970 |
Schedule of weighted average remaining lease terms and discount rates for all of operating leases | Year ended December 31, 2021 $ 1,792 2022 1,817 2023 1,615 2024 1,628 2025 1,641 Thereafter 4,478 Total undiscounted lease payments $ 12,971 Less: Interest 2,001 Present value of lease liabilities 10,970 |
Schedule of weighted average remaining lease terms and discount rates for all of operating leases | Remaining lease term and discount rate: Weighted-average remaining lease term (years) 7.0 Weighted-average discount rate 4.37 % |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of employees and directors' stock option activity | Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2020 6,205,860 $ 2.09 3.18 $ - Granted 56,500 1.03 Exercised - - Expired and forfeited (1,075,527 ) 2.49 Outstanding at March 31, 2021 5,186,833 $ 2.00 3.26 $ - Options vested and expected to vest at March 31, 2021 5,062,104 $ 2.00 3.23 $ - Exercisable options at March 31, 2021 3,522,824 $ 2.03 2.79 $ - Weighted-average fair value of options granted during the quarter $ 0.53 |
Schedule of employee and director options outstanding | Outstanding Exercisable Exercise Weighted- Weighted- Weighted- price per Options life in price per Options price per share outstanding years share exercisable share $0.85 - $1.64 1,502,373 3.49 $ 1.55 815,295 $ 1.53 $1.70 - $2.00 1,319,846 2.47 $ 1.88 1,187,900 $ 1.90 $2.05 - $2.14 1,167,316 3.94 $ 2.09 575,836 $ 2.09 $2.30 - $2.75 738,600 3.01 $ 2.39 550,927 $ 2.38 $2.90 - $3.20 458,698 3.41 $ 2.92 392,866 $ 2.92 5,186,833 3.26 $ 2.00 3,522,824 $ 2.03 |
Schedule of options to non-employees | Issuance date Options outstanding Exercise price per share Options exercisable Exercisable through February 10, 2016 40,000 $ 1.44 40,000 Feb-22 January 24, 2017 25,000 $ 2.00 25,000 Jan-23 65,000 65,000 |
Schedule of RSUs activity | Number of Weighted- Awarded and unvested at December 31, 2020 2,183,500 $ 1.50 Granted 3,719,500 0.91 Vested (642,000 ) 1.40 Forfeited (17,500 ) 2.30 Awarded and unvested at March 31, 2021 5,243,500 $ 1.09 |
Schedule of stock-based compensation expense | Three months ended 2021 2020 Unaudited Cost of revenues $ 21 $ 44 Research and development 53 95 Sales and marketing 49 96 General and administrative 335 410 $ 458 $ 645 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of total revenue by solutions offered by geographic area | Three Months Ended 2021 2020 Unaudited United States $ 3,966 $ 4,434 Germany 2,125 2,097 Europe-Other 1,081 1,112 Asia Pacific 623 668 Israel 844 1,245 Other 118 93 $ 8,757 $ 9,649 |
Schedule of revenue generated by Customer Type | March 31, March 31, 2021 2020 Unaudited Unaudited OEM/Embedded Security (*) $ 7,069 $ 7,906 Enterprise/SMB (**) 1,688 1,743 $ 8,757 $ 9,649 (*) This market represents customers who embed Cyren Threat Detection Services and Threat Intelligence Feeds into their infrastructure and/or products to protect their customers and users. (**) In this market, Cyren provides enterprise and SMB customers email security products and threat intelligence to help protect their employees, data and IP. |
Schedule of net amount of property and equipment | March 31, December 31, 2021 2020 Unaudited Israel $ 6,202 $ 6,490 United States 1,607 1,964 Germany 4,736 5,247 Other 1,090 1,147 $ 13,635 $ 14,848 |
Financial Expense, Net (Tables)
Financial Expense, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of financial expense, net | March 31, March 31 2021 2020 Unaudited Unaudited Income: Interest on cash and cash equivalents $ - $ - Expenses: Interest and accretion of discount (319 ) (163 ) Foreign currency exchange differences, net 121 (52 ) Other (16 ) (16 ) $ (214 ) $ (231 ) |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related party balances | March 31, December 31, 2021 2020 Unaudited Interest expense accrual – Convertible Notes (*) $ 174 $ 32 Interest expense accrual – Convertible Debentures (*) - 4 Short-term Convertible Notes (**) 10,000 10,000 Long-term Convertible Debentures (***) 235 234 (*) Related to the semi-annual interest payable due in June and December related to the Convertible Note entered into December 5, 2018 and the semi-annual interest payable due in March and September related to the Convertible Debentures entered into March 19, 2020. See notes 5b. and 5c., respectively for further details. (**) Related to the Convertible Note entered into December 5, 2018. See note 5b. for further details. (***) Related to the Convertible Debentures entered into March 19, 2020. See note 5c. for further details. |
Schedule of related party transactions | March 31, March 31, 2021 2020 Unaudited Unaudited Interest expense on Convertible Notes (*) $ 142 $ 141 Interest expense on Convertible Debentures (**) $ 5 $ - (*) Related to the semi-annual interest payable due in June and December related to the Convertible Note entered into December 5, 2018. See note 5b. for further details. (**) Related to the semi-annual interest payable due in March and September related to the Convertible Debentures entered into March 19, 2020. See note 5c. for further details. |
Significant Accounting Polici_2
Significant Accounting Policies (Details) | Feb. 11, 2021 |
Accounting Policies [Abstract] | |
Securities purchase agreement, description | the Company entered into securities purchase agreements with several institutional investors for the purchase and sale, in a registered direct offering, of 12,000,000 of the Company’s ordinary shares at a purchase price of $1.15 per share for net proceeds of $12,588. |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Premises rent expense | $ 737 | $ 654 |
Sublease receipts | $ 172 | $ 71 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating right-of-use assets and operating lease liabilities - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of operating right-of-use assets and operating lease liabilities [Abstract] | ||
Operating lease right-of-use assets | $ 10,275 | $ 10,900 |
Operating lease liabilities, current | 1,863 | 1,983 |
Operating lease liabilities long-term | 9,107 | $ 9,866 |
Total operating lease liabilities | $ 10,970 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of future minimum lease payments $ in Thousands | Mar. 31, 2021USD ($) |
Schedule of future minimum lease payments [Abstract] | |
2021 | $ 1,792 |
2022 | 1,817 |
2023 | 1,615 |
2024 | 1,628 |
2025 | 1,641 |
Thereafter | 4,478 |
Total undiscounted lease payments | 12,971 |
Less: Interest | 2,001 |
Present value of lease liabilities | $ 10,970 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of weighted average remaining lease terms and discount rates for all of operating leases | Mar. 31, 2021 |
Schedule of weighted average remaining lease terms and discount rates for all of operating leases [Abstract] | |
Weighted-average remaining lease term (years) | 7 years |
Weighted-average discount rate | 4.37% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Company received grants from the IIA | $ 3,699 | ||
Settlement agreement, description | In return for the IIA’s participation in this program, the Company is committed to pay royalties at a rate of 3% of the program’s developed product sales, up to 100% of the amount of grants received plus interest at annual LIBOR rate. | ||
Net of royalties paid or accrued | $ 2,656 | $ 2,714 | |
Royalties revenue | 22 | $ 69 | |
Claims settlement amount | 3,150 | ||
Settle of earn-out consideration | $ 750 | $ 375 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2020 | Nov. 07, 2019 | Dec. 05, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Jul. 30, 2019 | |
Shareholders' Equity (Details) [Line Items] | ||||||
Aggregate principal amount | $ 10,000,000 | |||||
Debt instrument, description | 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. | For the quarter ended March 31, 2021, two debenture holders converted $909 of principal plus interest of their debentures, which was a portion of their holding. | ||||
Gross proceeds | $ 8,019,000 | $ 12,588,000 | ||||
Conversion price, per share (in Dollars per share) | $ 3.73 | |||||
Interest expense | 142,000 | $ 141,000 | ||||
Accrued interest | $ 174,000 | |||||
Issuance expenses | $ 800,000 | |||||
Principal and interest issuance of shares (in Shares) | 1,201,472 | |||||
Interest expenses | $ 176 | |||||
Amortization of debt issuance costs | 49 | |||||
Accrued interest | 16,000 | |||||
Fair value of convertible debenture | $ 7,300 | |||||
Closing price (in Dollars per share) | $ 0.81 | |||||
Options grant/vest, description | 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. | |||||
Ordinary shares available for future grant (in Shares) | 6,191,972 | 11,200,000 | ||||
Intrinsic value of options exercised | $ 0 | $ 0 | ||||
Weighted average grant date value of option granted (in Dollars per share) | $ 0.53 | $ 0.48 | ||||
Unrecognized compensation expense | $ 1,347,000 | |||||
Recognized over remaining weighted average period | 2 years | |||||
Options grant/vest, description | The options vest and become exercisable at a rate of 1/16 of the options every three months. | |||||
Issuance of convertible notes [Member] | ||||||
Shareholders' Equity (Details) [Line Items] | ||||||
Aggregate principal amount | $ 10,000,000 | |||||
Convertible Notes Payable [Member] | ||||||
Shareholders' Equity (Details) [Line Items] | ||||||
Aggregate principal amount | 10,250,000 | $ 1,000,000 | $ 10,250,000 | |||
Interest rate | 5.75% | |||||
Convertible Debentures [Member] | ||||||
Shareholders' Equity (Details) [Line Items] | ||||||
Aggregate principal amount | $ 9,400,000 | $ 9,400,000 | ||||
Conversion price, per share (in Dollars per share) | $ 0.75 | |||||
Convertible shares (in Shares) | 1,333 | |||||
Issuance of Convertible Debentures [Member] | ||||||
Shareholders' Equity (Details) [Line Items] | ||||||
Aggregate principal amount | $ 9,000 | |||||
Interest payments | $ 259,000 | |||||
Issuance of shares (in Shares) | 291,422 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Shareholders' Equity (Details) [Line Items] | ||||||
Weighted average grant date value of option granted (in Dollars per share) | $ 0.91 | |||||
Unrecognized compensation expense | $ 5,433,000 | |||||
Recognized over remaining weighted average period | 3 years 18 days | |||||
Non-Employee Plan [Member] | ||||||
Shareholders' Equity (Details) [Line Items] | ||||||
Number of ordinary shares reserved for issuance (in Shares) | 1,150,000 | |||||
Ordinary shares available for future grant (in Shares) | 830,550 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of employees and directors' stock option activity - Employees and directors' stock option [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Shareholders' Equity (Details) - Schedule of employees and directors' stock option activity [Line Items] | |
Outstanding, Beginning balance (in Shares) | shares | 6,205,860 |
Outstanding, Beginning balance | $ 2.09 |
Outstanding, Beginning balance | 3 years 65 days |
Outstanding, Ending balance (in Dollars) | $ | |
Granted (in Shares) | shares | 56,500 |
Granted | $ 1.03 |
Exercised (in Shares) | shares | |
Exercised | |
Expired and forfeited (in Shares) | shares | (1,075,527) |
Expired and forfeited | $ 2.49 |
Outstanding, Ending balance (in Shares) | shares | 5,186,833 |
Outstanding, Ending balance | $ 2 |
Outstanding, Ending balance | 3 years 94 days |
Outstanding, Ending balance (in Dollars) | $ | |
Options vested and expected to vest (in Shares) | shares | 5,062,104 |
Options vested and expected to vest | $ 2 |
Options vested and expected to vest | 3 years 83 days |
Options vested and expected to vest (in Dollars) | $ | |
Exercisable options (in Shares) | shares | 3,522,824 |
Exercisable options | $ 2.03 |
Exercisable options | 2 years 288 days |
Exercisable options (in Dollars) | $ | |
Weighted average fair value of options granted during the quarter | $ 0.53 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of employee and director options outstanding | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
$0.85 - $1.64 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding | shares | 1,502,373 |
Weighted average remaining contractual life in years | 3 years 178 days |
Weighted average exercise price per share, Option outstanding | $ / shares | $ 1.55 |
Options exercisable | shares | 815,295 |
Weighted average exercise price per share, exercisable | $ / shares | $ 1.53 |
$1.70 - $2.00 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding | shares | 1,319,846 |
Weighted average remaining contractual life in years | 2 years 171 days |
Weighted average exercise price per share, Option outstanding | $ / shares | $ 1.88 |
Options exercisable | shares | 1,187,900 |
Weighted average exercise price per share, exercisable | $ / shares | $ 1.90 |
$2.05 - $2.14 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding | shares | 1,167,316 |
Weighted average remaining contractual life in years | 3 years 343 days |
Weighted average exercise price per share, Option outstanding | $ / shares | $ 2.09 |
Options exercisable | shares | 575,836 |
Weighted average exercise price per share, exercisable | $ / shares | $ 2.09 |
$2.30 - $2.75 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding | shares | 738,600 |
Weighted average remaining contractual life in years | 3 years 3 days |
Weighted average exercise price per share, Option outstanding | $ / shares | $ 2.39 |
Options exercisable | shares | 550,927 |
Weighted average exercise price per share, exercisable | $ / shares | $ 2.38 |
$2.90 - $3.20 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding | shares | 458,698 |
Weighted average remaining contractual life in years | 3 years 149 days |
Weighted average exercise price per share, Option outstanding | $ / shares | $ 2.92 |
Options exercisable | shares | 392,866 |
Weighted average exercise price per share, exercisable | $ / shares | $ 2.92 |
Exercise Price Range [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding | shares | 5,186,833 |
Weighted average remaining contractual life in years | 3 years 94 days |
Weighted average exercise price per share, Option outstanding | $ / shares | $ 2 |
Options exercisable | shares | 3,522,824 |
Weighted average exercise price per share, exercisable | $ / shares | $ 2.03 |
Shareholders' Equity (Details_3
Shareholders' Equity (Details) - Schedule of options to non-employees | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
February 10, 2016 [Member] | |
Shareholders' Equity (Details) - Schedule of options to non-employees [Line Items] | |
Options outstanding | 40,000 |
Exercise price per share (in Dollars per share) | $ / shares | $ 1.44 |
Options exercisable | 40,000 |
Exercisable through | Feb-22 |
January 24, 2017 [Member] | |
Shareholders' Equity (Details) - Schedule of options to non-employees [Line Items] | |
Options outstanding | 25,000 |
Exercise price per share (in Dollars per share) | $ / shares | $ 2 |
Options exercisable | 25,000 |
Exercisable through | Jan-23 |
Issuance date [Member] | |
Shareholders' Equity (Details) - Schedule of options to non-employees [Line Items] | |
Options outstanding | 65,000 |
Options exercisable | 65,000 |
Shareholders' Equity (Details_4
Shareholders' Equity (Details) - Schedule of RSUs activity - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Shareholders' Equity (Details) - Schedule of RSUs activity [Line Items] | |
Awarded and unvested | shares | 2,183,500 |
Awarded and unvested | $ / shares | $ 1.50 |
Granted | shares | 3,719,500 |
Granted | $ / shares | $ 0.91 |
Vested | shares | (642,000) |
Vested | $ / shares | $ 1.40 |
Forfeited | shares | (17,500) |
Forfeited | $ / shares | $ 2.30 |
Awarded and unvested | shares | 5,243,500 |
Awarded and unvested | $ / shares | $ 1.09 |
Shareholders' Equity (Details_5
Shareholders' Equity (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense | $ 458 | $ 645 |
Cost of revenues [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense | 21 | 44 |
Research and development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense | 53 | 95 |
Sales and marketing [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense | 49 | 96 |
General and administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense | $ 335 | $ 410 |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Segment Reporting [Abstract] | |
Segment reporting, major customer's description | During the quarter ended March 31, 2021 and 2020, 23% and 22% of the Company’s revenues were derived from customer A. During the quarter ended March 31, 2021, no other customer accounted for more than 10% of total revenue. |
Revenue remaining performance obligation | $ 38,440 |
Description of revenue remaining performance obligation | The Company expects to recognize revenue on approximately 55% of these remaining performance obligations during the remainder of 2021, approximately 32% in 2022, with the remainder recognized thereafter. |
Segment and Geographic Inform_4
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | $ 8,757 | $ 9,649 |
United States [Member] | ||
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | 3,966 | 4,434 |
Germany [Member] | ||
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | 2,125 | 2,097 |
Europe-Other [Member] | ||
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | 1,081 | 1,112 |
Asia Pacific [Member] | ||
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | 623 | 668 |
Israel [Member] | ||
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | 844 | 1,245 |
Other [Member] | ||
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | $ 118 | $ 93 |
Segment and Geographic Inform_5
Segment and Geographic Information (Details) - Schedule of revenue generated by customer type - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Revenue from External Customer [Line Items] | |||
Revenues from external customers | $ 8,757 | $ 9,649 | |
OEM/Embedded Security [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues from external customers | [1] | 7,069 | 7,906 |
Enterprise/SMB [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues from external customers | [2] | $ 1,688 | $ 1,743 |
[1] | This market represents customers who embed Cyren Threat Detection Services and Threat Intelligence Feeds into their infrastructure and/or products to protect their customers and users. | ||
[2] | In this market, Cyren provides enterprise and SMB customers email security products and threat intelligence to help protect their employees, data and IP. |
Segment and Geographic Inform_6
Segment and Geographic Information (Details) - Schedule of net amount of property and equipment - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Segment and Geographic Information (Details) - Schedule of net amount of property and equipment [Line Items] | ||
Net amount of property and equipment | $ 14,848 | $ 13,635 |
Israel [Member] | ||
Segment and Geographic Information (Details) - Schedule of net amount of property and equipment [Line Items] | ||
Net amount of property and equipment | 6,490 | 6,202 |
United States [Member] | ||
Segment and Geographic Information (Details) - Schedule of net amount of property and equipment [Line Items] | ||
Net amount of property and equipment | 1,964 | 1,607 |
Germany [Member] | ||
Segment and Geographic Information (Details) - Schedule of net amount of property and equipment [Line Items] | ||
Net amount of property and equipment | 5,247 | 4,736 |
Other [Member] | ||
Segment and Geographic Information (Details) - Schedule of net amount of property and equipment [Line Items] | ||
Net amount of property and equipment | $ 1,147 | $ 1,090 |
Financial Expense, Net (Details
Financial Expense, Net (Details) - Schedule of financial expense, net - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income: | ||
Interest on cash and cash equivalents | ||
Expenses: | ||
Interest and accretion of discount | (319) | (163) |
Foreign currency exchange differences, net | 121 | (52) |
Other | (16) | (16) |
Total financial expenses | $ (214) | $ (231) |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of related party balances - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Schedule of related party balances [Abstract] | |||
Interest expense accrual – Convertible Notes | [1] | $ 174 | $ 32 |
Interest expense accrual – Convertible Debentures | [1] | 4 | |
Short term Convertible Notes | [2] | 10,000 | 10,000 |
Long term Convertible Debentures | [3] | $ 235 | $ 234 |
[1] | Related to the semi-annual interest payable due in June and December related to the Convertible Note entered into December 5, 2018 and the semi-annual interest payable due in March and September related to the Convertible Debentures entered into March 19, 2020. See notes 5b. and 5c., respectively for further details. | ||
[2] | Related to the Convertible Note entered into December 5, 2018. See note 5b. for further details. | ||
[3] | Related to the Convertible Debentures entered into March 19, 2020. See note 5c. for further details. |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of related party transactions - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Schedule of related party transactions [Abstract] | |||
Interest expense on Convertible Notes | [1] | $ 142 | $ 141 |
Interest expense on Convertible Debentures | [2] | $ 5 | |
[1] | Related to the semi-annual interest payable due in June and December related to the Convertible Note entered into December 5, 2018. See note 5b. for further details. | ||
[2] | Related to the semi-annual interest payable due in March and September related to the Convertible Debentures entered into March 19, 2020. See note 5c. for further details. |
Subsequent Event (Details)
Subsequent Event (Details) | Apr. 08, 2021 |
Subsequent Event [Member] | |
Subsequent Event (Details) [Line Items] | |
Written notice, description | Listing Qualifications Department of the Nasdaq Stock Market informing that because the closing bid price of the ordinary shares listed on the Nasdaq Capital Market was below $1.00 per share for 30 consecutive business days prior to the date of the Notice the Company currently do not meet the minimum closing bid requirement for continued listing on the Nasdaq Capital Market set forth in Rule 5550(a)(2) of the Nasdaq Listing Rules. |