Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | CYREN LTD. | |
Trading Symbol | CYRN | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 7,779,596 | |
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, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-26495 | |
Entity Incorporation, State or Country Code | L3 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 10 Ha-Menofim St. | |
Entity Address, Address Line Two | 5th Floor | |
Entity Address, City or Town | Herzliya | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 4672561 | |
City Area Code | 011 | |
Local Phone Number | –972–9–863–6888 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Ordinary Shares, par value ILS 3.00 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 17,630 | $ 4,302 |
Trade receivables (net of allowances for credit losses of $73 and $118, respectively) | 1,501 | 799 |
Deferred commissions | 941 | 982 |
Prepaid expenses and other receivables | 1,290 | 1,241 |
Total current assets | 21,362 | 7,324 |
LONG-TERM ASSETS: | ||
Long-term deferred commissions | 966 | 933 |
Long-term lease deposits and prepaids | 819 | 809 |
Operating lease right-of-use assets | 8,784 | 9,280 |
Severance pay fund | 903 | 921 |
Property and equipment, net | 1,761 | 2,183 |
Intangible assets, net | 3,570 | 4,304 |
Goodwill | 20,128 | 20,374 |
Total long-term assets | 36,931 | 38,804 |
Total assets | 58,293 | 46,128 |
CURRENT LIABILITIES: | ||
Trade payables | 932 | 1,075 |
Employees and payroll accruals | 4,627 | 4,414 |
Accrued expenses and other liabilities ($0 and $4 attributable to related parties, respectively) | 1,123 | 955 |
Operating lease liabilities | 1,530 | 1,618 |
Deferred revenues | 8,109 | 4,644 |
Total current liabilities | 16,321 | 12,706 |
LONG-TERM LIABILITIES: | ||
Deferred revenues | 4,466 | 485 |
Convertible Debentures ($240 and $238 attributable to related parties, respectively) | 8,625 | 8,578 |
Long-term operating lease liabilities | 8,111 | 8,624 |
Deferred tax liability | 353 | 407 |
Accrued severance pay | 985 | 983 |
Other liabilities | 507 | 517 |
Total long-term liabilities | 23,047 | 19,594 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares nominal value ILS 3.00 par value; Authorized: 80,000,000 shares as of March 31, 2022 (Unaudited) and December 31, 2021; Issued and Outstanding: 5,776,337 and 4,532,943 shares as of March 31, 2022 (Unaudited) and December 31, 2021, respectively | 4,851 | 3,759 |
Additional paid-in capital | 294,316 | 283,577 |
Accumulated other comprehensive loss | (2,128) | (1,877) |
Accumulated deficit | (278,114) | (271,631) |
Total shareholders’ equity | 18,925 | 13,828 |
Total liabilities and shareholders’ equity | $ 58,293 | $ 46,128 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) $ in Thousands | Mar. 31, 2022USD ($)shares | Mar. 31, 2022₪ / shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2021₪ / shares |
Statement of Financial Position [Abstract] | ||||
Net of allowances for credit losses | $ | $ 73 | $ 118 | ||
Accrued expenses and other liabilities attributable to related parties | $ | 0 | 4 | ||
Convertible debentures attributable to related parties | $ | $ 240 | $ 238 | ||
Ordinary shares, par value | ₪ / shares | ₪ 3 | ₪ 3 | ||
Ordinary shares, authorized | shares | 80,000,000 | 80,000,000 | ||
Ordinary shares, issued | shares | 5,776,337 | 4,532,943 | ||
Ordinary shares, outstanding | shares | 5,776,337 | 4,532,943 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 7,259 | $ 8,757 |
Cost of revenues | 3,817 | 3,795 |
Gross profit | 3,442 | 4,962 |
Operating expenses: | ||
Research and development, net | 4,445 | 4,250 |
Sales and marketing | 2,707 | 2,638 |
General and administrative | 2,688 | 2,160 |
Total operating expenses | 9,840 | 9,048 |
Operating loss | (6,398) | (4,086) |
Other income (expense), net | 1 | (18) |
Financial expenses, net ($5 and $140 interest expense attributable to related parties, respectively) | (124) | (214) |
Loss before taxes on income | (6,521) | (4,318) |
Tax benefit | 38 | 121 |
Net loss | $ (6,483) | $ (4,197) |
Basic and diluted net loss per share (in Dollars per share) | $ (1.3) | $ (1.23) |
Weighted-average number of shares used in computing basic net loss per share (in Shares) | 4,990 | 3,423 |
Weighted-average numbers of shares used in computing diluted net loss per share (in Shares) | 4,990 | 3,423 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Financial expenses, net interest expense attributable to related parties | $ 5 | $ 140 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (6,483) | $ (4,197) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (251) | (659) |
Comprehensive loss | $ (6,734) | $ (4,856) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($) $ in Thousands | Number of outstanding ordinary shares | Share capital | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Total | ||
Balance at Dec. 31, 2020 | $ 2,392 | $ 258,962 | $ (725) | [1] | $ (248,592) | $ 12,037 | ||
Balance (in Shares) at Dec. 31, 2020 | 3,063,596 | |||||||
Share issuance for financing, net of costs | [2] | 556 | 12,032 | [1] | 12,588 | |||
Share issuance for financing, net of costs (in Shares) | [2] | 600,000 | ||||||
Restricted share units vested | 30 | (30) | [1] | |||||
Restricted share units vested (in Shares) | 32,100 | |||||||
Placement agent warrants | (402) | 402 | ||||||
Payment of interest in shares | 13 | 246 | [1] | 259 | ||||
Payment of interest in shares (in Shares) | 14,572 | |||||||
Share-based compensation related to employees, directors and consultants | 457 | [1] | 457 | |||||
Issuance of shares upon early conversion of a Convertible Debentures | 55 | 804 | [1] | 859 | ||||
Issuance of shares upon early conversion of a Convertible Debentures (in Shares) | 60,074 | |||||||
Other comprehensive loss | (659) | [1] | (659) | |||||
Net loss | [1] | (4,197) | (4,197) | |||||
Balance at Mar. 31, 2021 | 2,644 | 272,873 | (1,384) | [1] | (252,789) | 21,344 | ||
Balance (in Shares) at Mar. 31, 2021 | 3,770,342 | |||||||
Balance at Dec. 31, 2021 | 3,759 | 283,577 | (1,877) | [1] | (271,631) | 13,828 | ||
Balance (in Shares) at Dec. 31, 2021 | 4,532,943 | |||||||
Share and warrants issuance for financing, net of costs | [3] | 709 | 10,233 | [1] | 10,942 | |||
Share and warrants issuance for financing, net of costs (in Shares) | [3] | 760,757 | ||||||
Restricted share units vested | 9 | (9) | [1] | |||||
Restricted share units vested (in Shares) | 70,322 | |||||||
Exercise of pre-funded warrants | 345 | (345) | [1] | |||||
Exercise of pre-funded warrants (in Shares) | 365,059 | |||||||
Issuance of whole shares in lieu of fractional shares due to reverse stock split | [1] | |||||||
Issuance of whole shares in lieu of fractional shares due to reverse stock split (in Shares) | 15,589 | |||||||
Payment of interest in shares | 29 | 230 | [1] | 259 | ||||
Payment of interest in shares (in Shares) | 31,667 | |||||||
Share-based compensation related to employees, directors and consultants | 630 | [1] | 630 | |||||
Other comprehensive loss | (251) | [1] | (251) | |||||
Net loss | [1] | (6,483) | (6,483) | |||||
Balance at Mar. 31, 2022 | $ 4,851 | $ 294,316 | $ (2,128) | [1] | $ (278,114) | $ 18,925 | ||
Balance (in Shares) at Mar. 31, 2022 | 5,776,337 | |||||||
[1] | Relates to foreign currency translation adjustments. | |||||||
[2] | Net of issuance costs of $1,212 | |||||||
[3] | Net of issuance costs of $1,057 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (6,483) | $ (4,197) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
(Gain) loss on disposal of property and equipment | (1) | 18 |
Depreciation | 438 | 563 |
Share-based compensation | 630 | 457 |
Amortization of intangible assets | 719 | 742 |
Amortization of deferred commissions | 354 | 325 |
Operating lease right-of-use-asset | 427 | 466 |
Interest on convertible notes | 142 | |
Interest and amortization of debt issuance costs on Convertible Debentures | 174 | 176 |
Deferred taxes, net | (49) | (124) |
Changes in assets and liabilities: | ||
Trade receivables | (708) | 211 |
Prepaid expenses and other receivables | (78) | 2 |
Deferred commissions | (355) | (208) |
Change in long-term lease deposits and prepaids | 11 | 2 |
Trade payables | (163) | 62 |
Employees and payroll accruals, accrued expenses and other liabilities | 524 | (176) |
Deferred revenues | 7,487 | (2,774) |
Accrued severance pay, net | 20 | (21) |
Operating lease liabilities | (537) | (731) |
Other long-term liabilities | (9) | (186) |
Net cash from (used in) operating activities | 2,401 | (5,251) |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 1 | 2 |
Capitalization of technology | (152) | |
Purchase of property and equipment | (8) | (18) |
Net cash used in investing activities | (7) | (168) |
Cash flows from financing activities: | ||
Proceeds from issuance of ordinary shares and warrants, net of issuance costs | 10,942 | |
Proceeds from issuance of ordinary shares, net of issuance costs | 12,588 | |
Net cash provided by financing activities | 10,942 | 12,588 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (12) | (30) |
Increase in cash, cash equivalents and restricted cash | 13,324 | 7,139 |
Cash, cash equivalents and restricted cash at the beginning of the period | 4,951 | 9,914 |
Cash, cash equivalents and restricted cash at the end of the period | 18,275 | 17,053 |
Supplemental disclosure of non-cash transactions: | ||
Purchase of property and equipment by credit | (21) | (22) |
Operating lease right-of-use asset exchanged for lease obligations | 19 | |
Issuance of shares on early conversion of Convertible Debentures | 859 | |
Issuance of shares for payment of interest on Convertible Debentures | 259 | 259 |
Net change in accrued payroll expenses related to capitalization of technology | (10) | |
Reconciliation of cash, cash equivalents and restricted cash as shown in the condensed consolidated statements of cash flow: | ||
Cash and cash equivalents | 17,630 | 16,455 |
Restricted cash included in long-term restricted lease deposits | 645 | 598 |
Total cash, cash equivalents and restricted cash | $ 18,275 | $ 17,053 |
General
General | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [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, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES a. Interim Financial Statements The accompanying consolidated balance sheet as of March 31, 2022, 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, 2022 and 2021, as well as the statement of changes in shareholders’ equity for the three months ended March 31, 2022, 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, 2022, as well as its results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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, 2022, 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 existing cash on hand, reducing operating spend, divesting non-core assets and future issuances of equity and/or debt securities. On February 10, 2022, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which the Company issued and sold, in the private placement, an aggregate of 760,757 ordinary shares, pre-funded warrants to purchase up to 2,368,318 ordinary shares and Ordinary Warrants to purchase up to 3,129,075 ordinary shares for aggregate gross proceeds of approximately $12 million, before deducting fees to the placement agent and other offering expenses payable by the Company. The purchase price of each ordinary share and associated Ordinary Warrant was $3.835 and the purchase price of each pre-funded warrant and associated Ordinary Warrant was $3.834. The Ordinary Warrants have an exercise price of $3.71, are exercisable immediately and expire on August 16, 2027. The pre-funded warrants have an exercise price of $0.001, are exercisable immediately until exercised in full. The closing of the private placement occurred on February 14, 2022. The proceeds of the offering are intended to be used for working capital and general corporate purposes. 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, 2022 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 for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2022. Other than the change described below, there have been no changes to the significant accounting policies described in the 2021 Annual Report 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 including goodwill impairment 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. Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized but is subject to an impairment test. The Company performs an annual impairment test as of December 31 of each year, or more frequently if impairment indicators are present. The Company operates in one operating segment, and this segment comprises its only reporting unit. ASC 350 prescribes a two-phase process for impairment testing of goodwill. The first phase screens for impairment, while the second phase (if necessary) measures impairment. Goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value determined using market capitalization. In such case, the second phase is then performed, and the Company measures impairment by comparing the carrying amount of the reporting unit’s goodwill to the implied fair value of that goodwill. An impairment loss is recognized in an amount equal to the excess. ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. Accordingly, the Company elected to proceed directly to the first step of the quantitative goodwill impairment test and compares the fair value of the reporting unit with its carrying value. For the two years ended December 31, 2021, and 2020, no impairment losses were identified. f. Recently issued and adopted pronouncements: 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 adopted this new guidance January 1, 2022. The adoption of ASU 2020-06 did not have a material impact on the consolidated financial statements. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 3: LEASES The Company accounts for leases according to ASC 842, Leases. The Company determines if an arrangement is a lease and the classification of that lease at inception. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. For leases with terms greater than 12 months, the Company records the ROU asset and liability at commencement date based on the present value of lease payments according to their term. The Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses are recognized on a straight-line basis over the lease term. In addition, the carrying amount of the ROU and lease liabilities are remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. The Company elected the practical expedient for lease agreements with a term of twelve months or less and does not recognize ROU assets and lease liabilities in respect of those agreements. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. The Company has various operating leases for office space and vehicles that expire through 2030. Below is a summary of the Company’s operating ROU assets and operating lease liabilities as of March 31, 2022: Operating lease right-of-use assets $ 8,784 Operating lease liabilities, current $ 1,530 Operating lease liabilities long-term 8,111 Total operating lease liabilities $ 9,641 Minimum lease payments for the Company’s ROU assets over the remaining lease periods as of March 31, 2022, are as follows: Year ended March 31, 2022 $ 1,452 2023 1,831 2024 1,683 2025 1,629 2026 1,591 Thereafter 2,812 Total undiscounted lease payments $ 10,998 Less: Interest 1,357 Present value of lease liabilities 9,641 Premises rent expense was $662 and $737 for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company subleases one real estate property as lessor. Sublease receipts were $122 and $172 for the three months ended March 31, 2022 and 2021, respectively. The weighted-average remaining lease terms and discount rates for all operating leases were as follows as of March 31, 2022: Remaining lease term and discount rate: Weighted-average remaining lease term (years) 6.2 Weighted-average discount rate 2.93 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies [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. Since the Company's inception through 2018, the Company received $6,444 of participation payments from the IIA in connection with specific research and development. Of this amount, $2,539 and $2,617 were subject to repayment to the IIA through royalties related from product sales as of March 31, 2022, and December 31, 2021, respectively. 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. For the quarters ended March 31, 2022, and 2021, $23 and $22, respectively, were recorded as cost of revenues with respect to royalties due to the IIA. b. Litigation: i. The Company is not currently involved in any legal proceedings or claims. |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
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. On February 7, 2022, the Company held a Special Meeting of Shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders approved (i) an amendment to the Company’s Amended and Restated Articles of Association (the “Articles of Association”) to effect a Reverse Share Split of the Company’s ordinary shares (the “Reverse Share Split”) at a ratio of not less than one-for-four and not more than one-for-twenty, with such ratio and the implementation and timing of the Reverse Share Split to be determined by the Company’s board of directors in its sole discretion within thirty days of the Special Meeting and (ii) an increase in the authorized share capital by up to NIS 216,000,000 to 240,000,000 and an amendment to the Company’s Articles of Association accordingly. Following the Special Meeting, on February 7, 2022, the board of directors of the Company approved a one-for-twenty Reverse Share Split and an increase in the Company’s authorized share capital by NIS 216,000,000, and the Articles of Association of the Company were amended accordingly. The Reverse Share Split became effective on February 9, 2022. Additionally, effective at the same time, the total number of ordinary shares the Company is authorized to issue after the effect of the Reverse Share Split is 80,000,000, the par value per ordinary share is NIS 3.00 and the authorized share capital of the Company is NIS 240,000,000. Upon the effectiveness of the Reverse Share Split, every twenty ordinary shares were automatically combined and converted into one ordinary share. Appropriate adjustments were also made to all outstanding derivative securities of the Company, including all outstanding equity awards and warrants. No fractional shares were issued in connection with the Reverse Share Split. Instead, all fractional shares (including shares underlying outstanding equity awards and warrants) were rounded up to the nearest whole ordinary share. All the ordinary shares and per share data have been retroactively adjusted for the impact of the Reverse Share-Split. 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 were unsecured, unsubordinated obligations of Cyren and carried a 5.75% interest rate, payable semi-annually in (i) 50% cash and (ii) 50% cash or ordinary shares at Cyren’s election. The notes had a 3-year term and matured in December 2021. The notes were issued with a conversion price of $3.90 per share which was subject to adjustment using a weighted-average ratchet mechanism based on the size and price of future equity offerings and the total shares outstanding. On November 7, 2019, Cyren announced the closing of a rights offering that raised gross proceeds of $8,019. As a result of this offering, the conversion price of the convertible notes was adjusted to $3.73. On February 16, 2021, Cyren announced securities purchase agreements with several institutional investors for the purchase and sale, in a registered direct offering, of 12,000,000 of the Company’s ordinary shares at a purchase price of $1.15 per share for net proceeds of $12,588. As a result of this offering, the conversion price of the convertible notes was adjusted to $3.38. On September 17, 2021, the Company issued to several institutional investors in a private placement 14,152,799 of ordinary shares at a purchase price of $0.72 per share and warrants to purchase up to 14,152,779 ordinary shares at an exercise price of $0.60 per share. As a result of this offering, the conversion price of the convertible notes was adjusted to $3.02. In addition, the notes were subject to immediate conversion upon any change in control in the Company (or subject to repayment if the price in the change in control transaction is less than the conversion price). The Company incurred interest expense of $0 and $142 for the quarters ended March 31, 2022, and 2021, respectively. The Company has accrued interest of $0 and $0 as of March 31, 2022, and December 31, 2021, respectively. The principal balance of $10,000 on the convertible notes was paid off upon maturity on December 5, 2021. No further obligations remain with respect to the convertible notes. 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 $10,250 aggregate principal amount of Convertible Debentures in a private placement. Upon the closing, the Company received approximately $9,400 (net of $800 in issuance expenses). The debentures are unsecured, subordinated obligations of Cyren and carry a 5.75% interest rate per annum, payable semi-annually in cash or ordinary shares at Cyren’s election. The debentures have a four-year term and mature in March 2024, unless converted in accordance with their terms prior to maturity. The debentures have a conversion price of $15.00 per share and are convertible into 67 ordinary shares per $1,000 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 14,572 shares. In March 2022, the Company paid semi-annual interest payments totaling, $259, which was paid through the issuance of 31,667 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 60,074 shares. There were no conversions for the quarter ended March 31, 2022. The Company incurred interest expense of $174 for the quarter ended March 31, 2022, $47 of which is related to the amortization of debt issuance costs. The Company has accrued interest of $5 and $137 as of March 31, 2022, and December 31, 2021, respectively. The principal balance of the Convertible Debentures as of March 31, 2022 was $9,002. 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 560,000. As of March 31, 2022, an aggregate of 277,275 ordinary shares of the Company were 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 vest 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 57,500 Ordinary Shares. As of March 31, 2022, an aggregate of 36,746 ordinary shares of the Company is still available for future grants 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, 2021 181,286 $ 38.58 2.74 $ - Granted - - Exercised - - Expired and forfeited (17,839 ) 31.72 Outstanding at March 31, 2022 163,447 $ 39.63 2.71 $ - Options vested and expected to vest at March 31, 2022 160,197 $ 39.80 2.69 $ - Exercisable options at March 31, 2022 123,011 $ 42.00 2.35 $ - Weighted-average fair value of options granted during the quarter $ 0.00 The aggregate intrinsic value in the tables above represents the total intrinsic value (the difference between the fair value of the Company’s ordinary shares as of the last day of each period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on the last day of each period. No options were exercised during the quarters ended March 31, 2022, and 2021, respectively, and as a result, the intrinsic value was zero as of March 31, 2022, and 2021, respectively. The weighted-average grant date fair value of options granted to employees and directors during the quarters ended March 31, 2022, and 2021, was zero and $10.60, respectively. As of March 31, 2022, the Company had $488 of unrecognized compensation expense related to non-vested stock options granted to employees and directors, expected to be recognized over a remaining weighted-average period of 1.47 years. g. The employee and directors’ options outstanding as of March 31, 2022, 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 $6.40 - $32.80 34,660 4.01 $ 26.22 15,822 $ 31.84 $34.00 - $40.00 34,751 1.56 $ 37.79 31,287 $ 38.17 $41.80 - $42.60 55,250 3.05 $ 41.81 39,500 $ 41.81 $46.00 - $64.00 38,786 2.11 $ 50.13 36,402 $ 49.90 163,447 2.71 $ 39.63 123,011 $ 42.00 h. Options to non-employees and non-directors: Issuance date Options outstanding Exercise price per share Options exercisable Exercisable through January 24, 2017 1,250 $ 40.00 1,250 Jan-23 1,250 1,250 The options vest and become exercisable at a rate of 1/16 of the options every three months. As of March 31, 2022, 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, 2021 344,307 $ 18.20 Granted 54,550 8.41 Vested (70,694 ) 20.29 Forfeited - - Awarded and unvested at March 31, 2022 328,163 $ 16.11 As of March 31, 2022, the Company had approximately $4,823 of unrecognized compensation expense related to RSUs, expected to be recognized over a weighted-average period of 2.39 years. j. The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the three-month periods ended March 31, 2022 and 2021 was as follows: Three months ended 2022 2021 Unaudited Cost of revenues $ 70 $ 21 Research and development 54 53 Sales and marketing 87 49 General and administrative 419 335 $ 630 $ 458 |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 Unaudited United States $ 3,210 $ 3,966 Germany 1,735 2,125 Europe-Other 911 1,081 Asia Pacific 463 623 Israel 821 844 Other 119 118 $ 7,259 $ 8,757 b. Major customers: During the quarter ended March 31, 2022 and 2021, 17% and 23% of the Company’s revenues were derived from customer A. During the quarter ended March 31, 2022 and 2021, no other customer accounted for more than 10% of total revenue. c. Revenue recognized from beginning deferred revenue: During the quarter ended March 31, 2022 and 2021, $7,104 and $8,566 of revenue was recognized from deferred revenue as of the beginning of the period, respectively. d. Remaining performance obligations: As of March 31, 2022, approximately $28,711 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 54% of these remaining performance obligations during the remainder of 2022, approximately 32% in 2023, with the remainder recognized thereafter. e. Revenue generated by Customer Type: March 31, March 31, 2022 2021 Unaudited Unaudited OEM/Embedded Security (*) $ 5,865 $ 7,069 Enterprise/SMB (**) 1,394 1,688 $ 7,259 $ 8,757 (*) 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. f. The following sets forth the Company’s long-lived tangible assets, net by geographic area: March 31, December 31, 2022 2021 Unaudited Israel $ 5,346 $ 5,612 United States 774 1,017 Germany 3,599 3,945 Other 825 889 $ 10,544 $ 11,463 |
Financial Expense, Net
Financial Expense, Net | 3 Months Ended |
Mar. 31, 2022 | |
Financial Expense, Net [Abstract] | |
FINANCIAL EXPENSE, NET | NOTE 7: FINANCIAL EXPENSE, NET March 31, March 31 2022 2021 Unaudited Unaudited Expenses: Interest and accretion of discount $ (216 ) $ (319 ) Foreign currency exchange differences, net 110 121 Other (18 ) (16 ) $ (124 ) $ (214 ) |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 8: RELATED PARTIES a. Balances with related parties: March 31, December 31, 2022 2021 Unaudited Interest expense accrual – Convertible Debentures (*) $ - $ 4 Long-term Convertible Debentures (**) 240 238 (*) Related to 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 Debentures entered into March 19, 2020. See note 5c. for further details. b. Transactions with related parties: March 31, March 31, 2022 2021 Unaudited Unaudited Revenue (*) $ 25 $ - Interest expense on Convertible Notes (**) $ - $ 142 Interest expense on Convertible Debentures (***) $ 5 $ 5 (*) Related to a new OEM customer agreement signed in Q3 2021 where the Company and this customer share an investor that qualifies as a related party for each. (**) Related to the semi-annual interest payable due in June and December related to the Convertible Note entered into December 5, 2018. The principal was repaid in December 2021. 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Interim financial statements | a. Interim Financial Statements The accompanying consolidated balance sheet as of March 31, 2022, 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, 2022 and 2021, as well as the statement of changes in shareholders’ equity for the three months ended March 31, 2022, 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, 2022, as well as its results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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, 2022, 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 existing cash on hand, reducing operating spend, divesting non-core assets and future issuances of equity and/or debt securities. On February 10, 2022, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which the Company issued and sold, in the private placement, an aggregate of 760,757 ordinary shares, pre-funded warrants to purchase up to 2,368,318 ordinary shares and Ordinary Warrants to purchase up to 3,129,075 ordinary shares for aggregate gross proceeds of approximately $12 million, before deducting fees to the placement agent and other offering expenses payable by the Company. The purchase price of each ordinary share and associated Ordinary Warrant was $3.835 and the purchase price of each pre-funded warrant and associated Ordinary Warrant was $3.834. The Ordinary Warrants have an exercise price of $3.71, are exercisable immediately and expire on August 16, 2027. The pre-funded warrants have an exercise price of $0.001, are exercisable immediately until exercised in full. The closing of the private placement occurred on February 14, 2022. The proceeds of the offering are intended to be used for working capital and general corporate purposes. 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, 2022 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 for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2022. Other than the change described below, there have been no changes to the significant accounting policies described in the 2021 Annual Report 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 including goodwill impairment 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. |
Goodwill | e. Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized but is subject to an impairment test. The Company performs an annual impairment test as of December 31 of each year, or more frequently if impairment indicators are present. The Company operates in one operating segment, and this segment comprises its only reporting unit. ASC 350 prescribes a two-phase process for impairment testing of goodwill. The first phase screens for impairment, while the second phase (if necessary) measures impairment. Goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value determined using market capitalization. In such case, the second phase is then performed, and the Company measures impairment by comparing the carrying amount of the reporting unit’s goodwill to the implied fair value of that goodwill. An impairment loss is recognized in an amount equal to the excess. ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. Accordingly, the Company elected to proceed directly to the first step of the quantitative goodwill impairment test and compares the fair value of the reporting unit with its carrying value. For the two years ended December 31, 2021, and 2020, no impairment losses were identified. |
Recently issued and adopted pronouncements | f. Recently issued and adopted pronouncements: 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 adopted this new guidance January 1, 2022. The adoption of ASU 2020-06 did not have a material impact on the consolidated financial statements. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of operating right-of-use assets and operating lease liabilities | Operating lease right-of-use assets $ 8,784 Operating lease liabilities, current $ 1,530 Operating lease liabilities long-term 8,111 Total operating lease liabilities $ 9,641 |
Schedule of minimum lease payments | Year ended March 31, 2022 $ 1,452 2023 1,831 2024 1,683 2025 1,629 2026 1,591 Thereafter 2,812 Total undiscounted lease payments $ 10,998 Less: Interest 1,357 Present value of lease liabilities 9,641 |
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) 6.2 Weighted-average discount rate 2.93 % |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of employees and directors' stock option activity | Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2021 181,286 $ 38.58 2.74 $ - Granted - - Exercised - - Expired and forfeited (17,839 ) 31.72 Outstanding at March 31, 2022 163,447 $ 39.63 2.71 $ - Options vested and expected to vest at March 31, 2022 160,197 $ 39.80 2.69 $ - Exercisable options at March 31, 2022 123,011 $ 42.00 2.35 $ - Weighted-average fair value of options granted during the quarter $ 0.00 |
Schedule of employee and directors’ options outstanding | Outstanding Exercisable Weighted- Weighted- Weighted- Options life in price per Options price per Exercise price per share outstanding years share exercisable share $6.40 - $32.80 34,660 4.01 $ 26.22 15,822 $ 31.84 $34.00 - $40.00 34,751 1.56 $ 37.79 31,287 $ 38.17 $41.80 - $42.60 55,250 3.05 $ 41.81 39,500 $ 41.81 $46.00 - $64.00 38,786 2.11 $ 50.13 36,402 $ 49.90 163,447 2.71 $ 39.63 123,011 $ 42.00 |
Schedule of options to non-employees and non-directors | Issuance date Options outstanding Exercise price per share Options exercisable Exercisable through January 24, 2017 1,250 $ 40.00 1,250 Jan-23 1,250 1,250 |
Schedule of RSUs activity for employees, directors and non-employees | Number of Weighted- Awarded and unvested at December 31, 2021 344,307 $ 18.20 Granted 54,550 8.41 Vested (70,694 ) 20.29 Forfeited - - Awarded and unvested at March 31, 2022 328,163 $ 16.11 |
Schedule of stock-based compensation expense | Three months ended 2022 2021 Unaudited Cost of revenues $ 70 $ 21 Research and development 54 53 Sales and marketing 87 49 General and administrative 419 335 $ 630 $ 458 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of total revenue by solutions offered by geographic area | Three Months Ended 2022 2021 Unaudited United States $ 3,210 $ 3,966 Germany 1,735 2,125 Europe-Other 911 1,081 Asia Pacific 463 623 Israel 821 844 Other 119 118 $ 7,259 $ 8,757 |
Schedule of revenue generated by Customer Type | March 31, March 31, 2022 2021 Unaudited Unaudited OEM/Embedded Security (*) $ 5,865 $ 7,069 Enterprise/SMB (**) 1,394 1,688 $ 7,259 $ 8,757 (*) 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 long-lived tangible assets | March 31, December 31, 2022 2021 Unaudited Israel $ 5,346 $ 5,612 United States 774 1,017 Germany 3,599 3,945 Other 825 889 $ 10,544 $ 11,463 |
Financial Expense, Net (Tables)
Financial Expense, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Financial Expense, Net [Abstract] | |
Schedule of financial expense, net | March 31, March 31 2022 2021 Unaudited Unaudited Expenses: Interest and accretion of discount $ (216 ) $ (319 ) Foreign currency exchange differences, net 110 121 Other (18 ) (16 ) $ (124 ) $ (214 ) |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party balances | March 31, December 31, 2022 2021 Unaudited Interest expense accrual – Convertible Debentures (*) $ - $ 4 Long-term Convertible Debentures (**) 240 238 (*) Related to 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 Debentures entered into March 19, 2020. See note 5c. for further details. |
Schedule of Related Party Transactions [Table Text Block] | March 31, March 31, 2022 2021 Unaudited Unaudited Revenue (*) $ 25 $ - Interest expense on Convertible Notes (**) $ - $ 142 Interest expense on Convertible Debentures (***) $ 5 $ 5 (*) Related to a new OEM customer agreement signed in Q3 2021 where the Company and this customer share an investor that qualifies as a related party for each. (**) Related to the semi-annual interest payable due in June and December related to the Convertible Note entered into December 5, 2018. The principal was repaid in December 2021. 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. 10, 2022USD ($)$ / sharesshares |
Significant Accounting Policies (Details) [Line Items] | |
Ordinary warrants to purchase | shares | 3,129,075 |
Aggregate gross proceeds | $ | $ 12,000,000 |
Purchase price | $ | 3.835 |
Ordinary warrant | $ | $ 3.834 |
Exercise price | $ / shares | $ 3.71 |
Warrant exercise price | $ / shares | $ 0.001 |
Warrant [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Ordinary warrants to purchase | shares | 2,368,318 |
Private Placement [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Ordinary warrants to purchase | shares | 760,757 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Various operating leases description | The Company has various operating leases for office space and vehicles that expire through 2030. | |
Rent expense | $ 662 | $ 737 |
Sublease receipts | $ 122 | $ 172 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating right-of-use assets and operating lease liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of operating right-of-use assets and operating lease liabilities [Abstract] | ||
Operating lease right-of-use assets | $ 8,784 | $ 9,280 |
Operating lease liabilities, current | 1,530 | |
Operating lease liabilities long-term | 8,111 | $ 8,624 |
Total operating lease liabilities | $ 9,641 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of minimum lease payments $ in Thousands | Mar. 31, 2022USD ($) |
Schedule of minimum lease payments [Abstract] | |
2022 | $ 1,452 |
2023 | 1,831 |
2024 | 1,683 |
2025 | 1,629 |
2026 | 1,591 |
Thereafter | 2,812 |
Total undiscounted lease payments | 10,998 |
Less: Interest | 1,357 |
Present value of lease liabilities | $ 9,641 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of weighted average remaining lease terms and discount rates for all of operating leases | Mar. 31, 2022 |
Schedule of weighted average remaining lease terms and discount rates for all of operating leases [Abstract] | |
Weighted-average remaining lease term (years) | 6 years 2 months 12 days |
Weighted-average discount rate | 2.93% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Research and development | $ 6,444 | ||
Subject to repayment (in Shares) | 2,539 | 2,617 | |
Commitments and contingencies, 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. | ||
Cost of revenues | $ 23 | $ 22 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) | Feb. 09, 2022ILS (₪)₪ / sharesshares | Feb. 07, 2022ILS (₪) | Dec. 05, 2021USD ($) | Nov. 07, 2019USD ($)$ / shares | Dec. 05, 2018USD ($)$ / shares | Feb. 16, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | Sep. 17, 2021$ / sharesshares | Jul. 30, 2019shares |
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Share capital (in New Shekels) | ₪ | ₪ 240,000,000 | |||||||||||
Ordinary share, par value (in New Shekels per share) | ₪ / shares | ₪ 3 | |||||||||||
Principal amount of convertible debenture | $ 10,000,000 | |||||||||||
Interest rate | 5.75% | |||||||||||
Issuance of convertible notes, description | (i) 50% cash and (ii) 50% cash or ordinary shares at Cyren’s election. | The debentures have a four-year term and mature in March 2024 | ||||||||||
Matured term | 3 years | |||||||||||
Conversion price, per share (in Dollars per share) | $ / shares | $ 3.73 | $ 3.9 | $ 3.38 | $ 3.02 | ||||||||
Gross proceeds | $ 8,019,000 | |||||||||||
Direct offering (in Shares) | shares | 12,000,000 | |||||||||||
Purchase price, per share (in Dollars per share) | $ / shares | $ 1.15 | $ 0.72 | ||||||||||
Net proceeds | $ 12,588,000 | |||||||||||
Shares issued (in Shares) | shares | 14,152,799 | |||||||||||
Share warrants (in Shares) | shares | 14,152,779 | |||||||||||
Exercise price, per share (in Dollars per share) | $ / shares | $ 0.6 | |||||||||||
Interest expense | $ 0 | $ 142,000 | ||||||||||
Accrued interest | 0 | $ 0 | ||||||||||
Net issuance expenses | $ 800,000 | |||||||||||
Converted of principal | $ 909,000 | |||||||||||
Principal and interest issuance of shares (in Shares) | shares | 60,074 | |||||||||||
Incurred interest expense | 174,000 | |||||||||||
Amortization of debt issuance costs | 47,000 | |||||||||||
Accrued interest | 5,000 | $ 137,000 | ||||||||||
Principal balance of convertible debentures | $ 9,002,000 | |||||||||||
Fair market value percentage | 100.00% | |||||||||||
Intrinsic value | $ 0 | $ 0 | ||||||||||
Weighted average grant date value of option granted (in Dollars per share) | $ / shares | $ 0 | $ 10.6 | ||||||||||
Unrecognized compensation expense | $ 488,000 | |||||||||||
Recognized over remaining weighted average period | 1 year 5 months 19 days | |||||||||||
Options grant/vest, description | The options vest and become exercisable at a rate of 1/16 of the options every three months. | |||||||||||
Equity Incentive Plan [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Ordinary shares reserved for issuance (in Shares) | shares | 277,275 | |||||||||||
Non-Employee Plan [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Ordinary shares available for future grant (in Shares) | shares | 36,746 | |||||||||||
Minimum [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Share capital (in New Shekels) | ₪ | ₪ 216,000,000 | |||||||||||
Maximum [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Share capital (in New Shekels) | ₪ | 240,000,000 | |||||||||||
Israeli Appendix [Member] | Non-Employee Plan [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Number of ordinary shares reserved for issuance (in Shares) | shares | 57,500 | |||||||||||
private placement [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Reverse share split (in Shares) | shares | 80,000,000 | |||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Unrecognized compensation expense | $ 4,823,000 | |||||||||||
Recognized over remaining weighted average period | 2 years 4 months 20 days | |||||||||||
2016 Equity Incentive Plan [Member] | Israeli Appendix [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Ordinary shares reserved for issuance (in Shares) | shares | 560,000 | |||||||||||
Board of directors [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Share capital (in New Shekels) | ₪ | ₪ 216,000,000 | |||||||||||
Issuance of convertible notes [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Convertible notes | $ 10,000,000 | |||||||||||
Convertible Notes Payable [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Principal amount of convertible debenture | 10,250,000 | $ 1,000,000 | ||||||||||
Interest rate | 5.75% | |||||||||||
Convertible Debentures [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Principal amount of convertible debenture | $ 9,400,000 | |||||||||||
Conversion price, per share (in Dollars per share) | $ / shares | $ 15 | |||||||||||
Convertible shares (in Shares) | shares | 67 | |||||||||||
Issuance of Convertible Debentures [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Interest payments | $ 259,000 | $ 259,000 | ||||||||||
Issuance of shares (in Shares) | shares | 31,667 | 14,572 |
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, 2022USD ($)$ / sharesshares | |
Shareholders’ Equity (Details) - Schedule of employees and directors' stock option activity [Line Items] | |
Number of Options, Outstanding Beginning Balance (in Shares) | shares | 181,286 |
Weighted average exercise price, Outstanding Beginning Balance | $ 38.58 |
Weighted average remaining contractual term (years), Outstanding Beginning Balance | 2 years 8 months 26 days |
Aggregate Intrinsic Value, Outstanding Beginning Balance (in Dollars) | $ | |
Number of Options, Granted (in Shares) | shares | |
Weighted average exercise price, Granted | |
Number of Options, Exercised (in Shares) | shares | |
Weighted average exercise price, Exercised | |
Number of Options, Expired and forfeited (in Shares) | shares | (17,839) |
Weighted average exercise price, Expired and forfeited | $ 31.72 |
Number of Options, Outstanding Ending Balance (in Shares) | shares | 163,447 |
Weighted average exercise price, Outstanding Ending Balance | $ 39.63 |
Weighted average remaining contractual term (years), Outstanding Ending Balance | 2 years 8 months 15 days |
Aggregate Intrinsic Value, Outstanding Ending Balance (in Dollars) | $ | |
Number of Options, Options vested and expected to vest (in Shares) | shares | 160,197 |
Weighted average exercise price, Options vested and expected to vest | $ 39.8 |
Weighted average remaining contractual term (years), Options vested and expected to vest | 2 years 8 months 8 days |
Aggregate Intrinsic Value, Options vested and expected to vest (in Dollars) | $ | |
Number of Options, Exercisable options (in Shares) | shares | 123,011 |
Weighted average exercise price, Exercisable options | $ 42 |
Weighted average remaining contractual term (years), Exercisable options | 2 years 4 months 6 days |
Aggregate Intrinsic Value, Exercisable options (in Dollars) | $ | |
Weighted average exercise price, Weighted average fair value of options granted during the year | $ 0 |
Shareholders_ Equity (Details_2
Shareholders’ Equity (Details) - Schedule of employee and directors’ options outstanding | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
$6.40 - $32.80 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding, Options outstanding | shares | 34,660 |
Outstanding, Weighted- average remaining contractual life in years | 4 years 3 days |
Outstanding, Weighted- average exercise price per share | $ / shares | $ 26.22 |
Exercisable, Options exercisable | shares | 15,822 |
Exercisable, Weighted- average exercise price per share | $ / shares | $ 31.84 |
$34.00 - $40.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding, Options outstanding | shares | 34,751 |
Outstanding, Weighted- average remaining contractual life in years | 1 year 6 months 21 days |
Outstanding, Weighted- average exercise price per share | $ / shares | $ 37.79 |
Exercisable, Options exercisable | shares | 31,287 |
Exercisable, Weighted- average exercise price per share | $ / shares | $ 38.17 |
$41.80 - $42.80 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding, Options outstanding | shares | 55,250 |
Outstanding, Weighted- average remaining contractual life in years | 3 years 18 days |
Outstanding, Weighted- average exercise price per share | $ / shares | $ 41.81 |
Exercisable, Options exercisable | shares | 39,500 |
Exercisable, Weighted- average exercise price per share | $ / shares | $ 41.81 |
$58.00 - $64.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding, Options outstanding | shares | 38,786 |
Outstanding, Weighted- average remaining contractual life in years | 2 years 1 month 9 days |
Outstanding, Weighted- average exercise price per share | $ / shares | $ 50.13 |
Exercisable, Options exercisable | shares | 36,402 |
Exercisable, Weighted- average exercise price per share | $ / shares | $ 49.9 |
Exercise Price Range [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding, Options outstanding | shares | 163,447 |
Outstanding, Weighted- average remaining contractual life in years | 2 years 8 months 15 days |
Outstanding, Weighted- average exercise price per share | $ / shares | $ 39.63 |
Exercisable, Options exercisable | shares | 123,011 |
Exercisable, Weighted- average exercise price per share | $ / shares | $ 42 |
Shareholders_ Equity (Details_3
Shareholders’ Equity (Details) - Schedule of options to non-employees and non-directors | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
January 24, 2017 [Member] | |
Shareholders’ Equity (Details) - Schedule of options to non-employees and non-directors [Line Items] | |
Options outstanding | 1,250 |
Exercise price per share (in Dollars per share) | $ / shares | $ 40 |
Options exercisable | 1,250 |
Exercisable through | Jan-23 |
Issuance date [Member] | |
Shareholders’ Equity (Details) - Schedule of options to non-employees and non-directors [Line Items] | |
Options outstanding | 1,250 |
Options exercisable | 1,250 |
Shareholders_ Equity (Details_4
Shareholders’ Equity (Details) - Schedule of RSUs activity for employees, directors and non-employees - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Shareholders’ Equity (Details) - Schedule of RSUs activity for employees, directors and non-employees [Line Items] | |
Number of RSUs Awarded and unvested, Beginning Balance | shares | 344,307 |
Weighted Average Grant Date Fair Value Awarded and unvested, Beginning Balance | $ / shares | $ 18.2 |
Number of RSUs, Granted | shares | 54,550 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 8.41 |
Number of RSUs, Vested | shares | (70,694) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 20.29 |
Number of RSUs, Forfeited | shares | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Number of RSUs Awarded and unvested, Ending Balance | shares | 328,163 |
Weighted Average Grant Date Fair Value Awarded and unvested, Ending Balance | $ / shares | $ 16.11 |
Shareholders_ Equity (Details_5
Shareholders’ Equity (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense | $ 630 | $ 458 |
Cost of revenues [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense | 70 | 21 |
Research and development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense | 54 | 53 |
Sales and marketing [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense | 87 | 49 |
General and administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense | $ 419 | $ 335 |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting [Abstract] | ||
Segment reporting, major customer's description | During the quarter ended March 31, 2022 and 2021, 17% and 23% of the Company’s revenues were derived from customer A. During the quarter ended March 31, 2022 and 2021, no other customer accounted for more than 10% of total revenue. | |
Recognized from deferred revenue | $ 7,104 | $ 8,566 |
Revenue remaining performance obligations | $ 28,711,000 | |
Description of revenue remaining performance obligation | The Company expects to recognize revenue on approximately 54% of these remaining performance obligations during the remainder of 2022, approximately 32% in 2023, 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, 2022 | Mar. 31, 2021 | |
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | $ 7,259 | $ 8,757 |
United States [Member] | ||
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | 3,210 | 3,966 |
Germany [Member] | ||
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | 1,735 | 2,125 |
Europe-Other [Member] | ||
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | 911 | 1,081 |
Asia Pacific [Member] | ||
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | 463 | 623 |
Israel [Member] | ||
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | 821 | 844 |
Other [Member] | ||
Segment and Geographic Information (Details) - Schedule of total revenue by solutions offered by geographic area [Line Items] | ||
Revenues from external customers | $ 119 | $ 118 |
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, 2022 | Mar. 31, 2021 | ||
Revenue from External Customer [Line Items] | |||
Revenues from external customers | $ 7,259 | $ 8,757 | |
OEM/Embedded Security [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues from external customers | [1] | 5,865 | 7,069 |
Enterprise/SMB [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues from external customers | [2] | $ 1,394 | $ 1,688 |
[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 long-lived tangible assets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets [Line Items] | ||
Net amount of property and equipment | $ 10,544 | $ 11,463 |
Israel [Member] | ||
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets [Line Items] | ||
Net amount of property and equipment | 5,346 | 5,612 |
United States [Member] | ||
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets [Line Items] | ||
Net amount of property and equipment | 774 | 1,017 |
Germany [Member] | ||
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets [Line Items] | ||
Net amount of property and equipment | 3,599 | 3,945 |
Other [Member] | ||
Segment and Geographic Information (Details) - Schedule of long-lived tangible assets [Line Items] | ||
Net amount of property and equipment | $ 825 | $ 889 |
Financial Expense, Net (Details
Financial Expense, Net (Details) - Schedule of financial expense, net - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Expenses: | ||
Interest and accretion of discount | $ (216) | $ (319) |
Foreign currency exchange differences, net | 110 | 121 |
Other | (18) | (16) |
Total financial expenses | $ (124) | $ (214) |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of related party balances - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | ||
Schedule of related party balances [Abstract] | |||
Interest expense accrual – Convertible Debentures | [1] | $ 4 | |
Long term Convertible Debentures | [2] | $ 240 | $ 238 |
[1] | Related to 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 Debentures entered into March 19, 2020. See note 5c. for further details. |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of transactions with related parties - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Schedule of transactions with related parties [Abstract] | |||
Revenue | [1] | $ 25 | |
Interest expense on Convertible Notes | [2] | 142 | |
Interest expense on Convertible Debentures | [3] | $ 5 | $ 5 |
[1] | Related to a new OEM customer agreement signed in Q3 2021 where the Company and this customer share an investor that qualifies as a related party for each. | ||
[2] | Related to the semi-annual interest payable due in June and December related to the Convertible Note entered into December 5, 2018. The principal was repaid in December 2021. See note 5b. for further details. | ||
[3] | 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. |