SEC Comment Letter for CYREN Ltd. (CIK 0001084577) — Aug 16, 2022
CYREN Ltd. (CIK 0001084577)
Date: Aug. 16, 2022 · CIK: 0001084577 · Accession: 0000000000-22-008734
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File numbers found in text: 333-266392
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United States securities and exchange commission logo
August 16, 2022
Brian Dunn
General Counsel
Cyren Ltd. c/o Cyren Inc.
1430 Spring Hill Road, Suite 330
McLean, VA 22102
Re:Cyren Ltd.
Registration Statement on Form S-3
S-3 Filed July 28, 2022
File No. 333-266392
Dear Mr. Dunn:
We have limited our review of your registration statement to the issues we have
addressed in our comment. In our comment, 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 comment applies 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 our comment, we may have additional comments.
Registration Statement on Form S-3 Filed July 28, 2022
General
1.Please disclose any material risks posed to your business directly or indirectly due to
having a material percentage of your workforce (contractors) located in Ukraine, for
example, relating to security, internet accessibility, or other infrastructure concerns. In
addition, to the extent material, please address the following:
•Disclose the number of employees, contractors, and customers that are located in the
Ukraine. Discuss the percentage of revenue that is generated from the Ukraine.
•Disclose steps you have taken or may take to address these risks, such as relocating
personnel to other geographic regions.
FirstName LastNameBrian Dunn
Comapany NameCyren Ltd. c/o Cyren Inc.
August 16, 2022 Page 2
FirstName LastName
Brian Dunn
Cyren Ltd. c/o Cyren Inc.
August 16, 2022
Page 2
•Disclose whether you continue to pay employees in Ukraine, including a discussion
of whether they continue to engage in work for you and whether you have a legal
obligation to continue to pay employees regardless of work status.
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 Rules 460 and 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 Charli Gibbs-Tabler, Staff Attorney, at 202-551-6388 or Jan Woo,
Legal Branch Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Laurie Green