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 |