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SEC Comment Letter for CYREN Ltd. (CIK 0001084577) — Feb 28, 2022

CYREN Ltd. (CIK 0001084577)
Date: Feb. 28, 2022 · CIK: 0001084577 · Accession: 0000000000-22-002209

AI Filing Summary & Sentiment

File numbers found in text: 333-262926

Date
February 28, 2022
Author
Office of Technology
Form
UPLOAD
Company
CYREN Ltd. (CIK 0001084577)

Letter

United States securities and exchange commission logo February 28, 2022 Brett Jackson Chief Executive Officer Cyren Ltd. 1430 Spring Hill Road, Suite 330 McLean, VA 22102 Re:Cyren Ltd. Registration Statement on Form S-3 Filed February 23, 2022 File No. 333-262926 Dear Mr. Jackson: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-3 Cover Page 1.Your disclosure states that you may identify additional selling stockholders in a prospectus supplement. It appears you are relying on Rule 430B(b)(2) of Regulation C to omit the names of additional selling stockholders from the registration statement. Please tell us how you concluded you satisfy the conditions set forth in Rule 430B(b)(2)(i)-(iii), or revise your disclosure and confirm that all selling stockholders are identified. Incorporation by Reference, page 6 2.Please add the Form 8-K filed on February 14, 2022 to the list of documents incorporated by reference. Refer to Item 12 of Form S-3.

FirstName LastNameBrett Jackson Comapany NameCyren Ltd. February 28, 2022 Page 2 FirstName LastName Brett Jackson Cyren Ltd. February 28, 2022 Page 2 General 3.Please update the financial statements and related disclosures provided in the registration statement as required by Rule 8-08 of Regulation S-X. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Josh Shainess, Legal Branch Chief, at (202) 551-7951, with any questions. If you require further assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815. Sincerely, Division of Corporation Finance Office of Technology cc: Eric Blanchard

Show Raw Text
United States securities and exchange commission logo
February 28, 2022
Brett Jackson
Chief Executive Officer
Cyren Ltd.
1430 Spring Hill Road, Suite 330
McLean, VA 22102
Re:Cyren Ltd.
Registration Statement on Form S-3
Filed February 23, 2022
File No. 333-262926
Dear Mr. Jackson:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Cover Page
1.Your disclosure states that you may identify additional selling stockholders in a
prospectus supplement.  It appears you are relying on Rule 430B(b)(2) of Regulation C to
omit the names of additional selling stockholders from the registration statement.  Please
tell us how you concluded you satisfy the conditions set forth in Rule 430B(b)(2)(i)-(iii),
or revise your disclosure and confirm that all selling stockholders are identified.
Incorporation by Reference, page 6
2.Please add the Form 8-K filed on February 14, 2022 to the list of documents incorporated
by reference.  Refer to Item 12 of Form S-3.

 FirstName LastNameBrett Jackson
 Comapany NameCyren Ltd.
 February 28, 2022 Page 2
 FirstName LastName
Brett Jackson
Cyren Ltd.
February 28, 2022
Page 2
General
3.Please update the financial statements and related disclosures provided in the registration
statement as required by Rule 8-08 of Regulation S-X.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            You may contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Josh
Shainess, Legal Branch Chief, at (202) 551-7951, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Eric Blanchard