6k: AudioCodes Reports Third Quarter 2021 Results

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the Month of October 2021

Commission file number 0-30070

AUDIOCODES LTD.

(Translation of registrant's name into English)

1 Hayarden Street ∙ Airport City, Lod 7019900 ∙ ISRAEL

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-Fx Form 40-F¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

On October 26, 2021, AudioCodes Ltd. (the "Registrant") issued a press release announcing financial results for the third quarter of 2021, and other matters. A copy of this press release is attached hereto as Exhibit 1 and incorporated by reference herein.

The information set forth in (a) the first, second, third and sixth paragraphs following the heading "Details," the two paragraphs following the heading "Share Buy Back Program" and the two paragraphs following the heading "Cash Dividend" of and (b) the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements of cash flows contained in, the press release attached as Exhibit 1 to this Report on Form 6-K are hereby incorporated by reference into (i) the Registrant's Registration Statement on Form F-3ASR, File No. 333-238867; (ii) the Registrant's Registration Statement on Form S-8, File No. 333-11894; (iii) the Registrant's Registration Statement on Form S-8, File No. 333-13268; (iv) the Registrant's Registration Statement on Form S-8, File No. 333-105473; (v) the Registrant's Registration Statement on Form S-8, File No. 333-144825; (vi) the Registrant's Registration Statement on Form S-8, File No. 333-160330; (vii) the Registrant's Registration Statement on Form S-8, File No. 333-170676;

1. the Registrant's Registration Statement on Form S-8, File No. 333-190437; (ix) the Registrant's Registration Statement on Form S-8, File No. 333- 210438; and (x) the Registrant's Registration Statement on Form S-8, File No. 333-230388.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AUDIOCODES LTD. (Registrant)

By: /s/ NIRAN BARUCH

Niran Baruch

Vice President Finance and

Chief Financial Officer

Dated: October 26, 2021

		EXHIBIT INDEX
Exhibit No.	Description
1		Press release, dated October 26, 2021, announcing financial results for the third quarter of 2021, and other matters.

Exhibit 1

AudioCodes Press Release

P R E S S R E L E A S E

Company Contacts
Niran Baruch,	Roger L. Chuchen
Chief Financial Officer	VP, Investor Relations
AudioCodes	AudioCodes
Tel: [phone]	Tel: [phone]
[e-mail]	Mobile: [phone]
		[e-mail]

AudioCodes Reports Third Quarter 2021 Results

Lod, Israel - October 26, 2021 - AudioCodes (NASDAQ: AUDC) Press Release

Third Quarter Highlights

• Quarterly revenues increased by 12.1% year-over-year to $63.4 million; Quarterly service revenues increased by 26.7% year-over-year to $24.8 million.
• GAAP results:

o Quarterly GAAP gross margin was 69.6%;

o Quarterly GAAP operating margin was 15.8%; and

• 1. Quarterly GAAP net income was $8.3 million, or $0.24 per diluted share.
• Non-GAAPresults:
• 1. Quarterly Non-GAAP gross margin was 69.9%;

o Quarterly Non-GAAP operating margin was 21.4%; and

• 1. Quarterly Non-GAAP net income was $12.9 million, or $0.38 per diluted share.
• Net cash provided by operating activities was $13.0 million for the quarter.
• AudioCodes repurchased 424,307 of its ordinary shares during the quarter at an aggregate cost of $13.8 million.

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