UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
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| o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR |
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended |
| January 31, 2022 |
| OR |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR |
| o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 001-39829
Cognyte Software Ltd.
(Exact name of registrant as specified in its charter)
Not applicable
(Translation of Registrant’s name into English)
Israel
(Jurisdiction of incorporation or organization)
33 Maskit
Herzliya Pituach
4673333, Israel
(Address of principal executive office)
David Abadi
33 Maskit
Herzliya Pituach
4673333, Israel
+972-9-962-2300
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | The Nasdaq Stock Market, LLC |
| Ordinary Shares, no par value | | CGNT | | (Nasdaq Global Select Market) |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
67,217,688 Ordinary Shares, no par value, at January 31, 2022.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No þ
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | Accelerated filer | Non-accelerated filer | Emerging growth company |
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: | | | | | | | | |
| U.S. GAAP | International Financial Reporting Standards as issued by the International Accounting Standards Board o | Other |
| þ | o |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
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| Auditor's name: | Brightman Almagor Zohar & Co. | DELOITTE & TOUCHE LLP |
| Auditor's location: | Tel Aviv, Israel | New York, New York |
| PCAOB ID: | 1197 | 34 |
TABLE OF CONTENTS
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| EXPLANATORY NOTE | | | (i) |
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| | PART II | |
| Item 19. | | Exhibits | 1 |
| SIGNATURES | | | 2 |
EXPLANATORY NOTE
Cognyte Software Ltd. is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 20-F for the year ended January 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2022 (the “Original Form 20-F”). This Amendment is being filed solely to revise Exhibits 12.1 and 12.2 to include the introductory language of paragraph 4 referring to internal control over financial reporting, which language was inadvertently omitted when originally filed. This Amendment consists solely of the preceding cover page, this explanatory note and each of the revised certifications filed as exhibits to the Amendment. No other changes have been made to the Original Form 20-F. This Amendment speaks as of the filing date of the Original Form 20-F, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 20-F. Accordingly, this Amendment should be read in conjunction with the Original Form 20-F and our other filings with the SEC.
ITEM 19. EXHIBITS
We have filed the following documents as exhibits to this Form 20-F:
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| Exhibit Number | | Description |
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_________
* Filed herewith.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
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| | | COGNYTE SOFTWARE LTD. |
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| | | By: /s/ Elad Sharon |
| | | Name: Elad Sharon |
| | | Title: Chief Executive Officer |
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| | | By: /s/ David Abadi |
| | | Name: David Abadi |
| | | Title: Chief Financial Officer |
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| Date: April 12, 2022 | | | |
