Cognyte Software Ltd. Files Amendment to Annual Report

TL;DR

<b>Cognyte Software Ltd. has filed an amendment to its annual report for the fiscal year ending January 31, 2024, detailing its share structure and exchange listing.</b>

AI Summary

Cognyte Software Ltd. (CGNT) filed a Amended Foreign Annual Report (20-F/A) with the SEC on April 19, 2024. Cognyte Software Ltd. filed an amendment (20-F/A) to its annual report for the fiscal year ended January 31, 2024. The company's ordinary shares trade on The Nasdaq Stock Market, LLC under the symbol CGNT. As of January 31, 2024, Cognyte Software Ltd. had 70,996,535 ordinary shares outstanding. The filing is an annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. The company is incorporated in Israel and its principal executive office is located at 33 Maskit, Herzliya Pituach, Israel.

Why It Matters

For investors and stakeholders tracking Cognyte Software Ltd., this filing contains several important signals. This amendment provides updated information regarding the company's share count and listing details, which are crucial for investors tracking the company's financial and corporate status. As a publicly traded company, timely and accurate filing of amendments to annual reports is essential for maintaining compliance with SEC regulations and ensuring transparency for shareholders.

Risk Assessment

Risk Level: low — Cognyte Software Ltd. shows low risk based on this filing. The filing is an amendment to a routine annual report, indicating no significant new risks or material changes beyond standard corporate disclosures.

Analyst Insight

Investors should review the full amendment for any specific updates or disclosures that may impact their investment thesis.

Key Numbers

• 70,996,535 — Ordinary Shares Outstanding (As of January 31, 2024)
• January 31, 2024 — Fiscal Year End (Period covered by the report)
• CGNT — Trading Symbol (For ordinary shares on Nasdaq)

Key Players & Entities

• Cognyte Software Ltd. (company) — Registrant name
• The Nasdaq Stock Market, LLC (company) — Exchange where ordinary shares are registered
• CGNT (company) — Trading symbol
• January 31, 2024 (date) — Fiscal year end date
• 70,996,535 (dollar_amount) — Number of ordinary shares outstanding
• 33 Maskit, Herzliya Pituach, Israel (company) — Principal executive office address
• David Abadi (person) — Company Contact Person
• 001-39829 (company) — SEC File Number

FAQ

Industry Context

Cognyte Software Ltd. operates in the software industry, providing analytics and intelligence solutions.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring annual reports from foreign private issuers like Cognyte.

What Investors Should Do

1. Review the full 20-F/A filing for any specific disclosures or changes.
2. Monitor future filings for updates on Cognyte Software Ltd.'s financial performance and operations.
3. Verify the accuracy of share count and other corporate data provided in the filing.

Key Dates

• 2024-01-31: Fiscal Year End — End of the reporting period for the annual report.
• 2024-04-19: Filing Date — Date the 20-F/A amendment was filed with the SEC.

Year-Over-Year Comparison

This is an amendment (20-F/A) to the previous annual report, indicating updates or corrections to previously submitted information.

Key Financial Figures

• $12.5 million — ing the year ended January 31, 2024 was $12.5 million. This amount includes approximately $0.
• $0.9 million — ion. This amount includes approximately $0.9 million set aside or accrued to provide pension

Filing Documents

• tm2412278d1_20fa.htm (20-F/A) — 112KB
• tm2412278d1_ex4-6a.htm (EX-4.6A) — 7KB
• tm2412278d1_ex12-1.htm (EX-12.1) — 8KB
• tm2412278d1_ex12-2.htm (EX-12.2) — 8KB
• tm2412278d1_ex13-1.htm (EX-13.1) — 4KB
• tm2412278d1_ex13-2.htm (EX-13.2) — 4KB
• 0001104659-24-049459.txt (&nbsp;) — 415KB
• cgnt-20240131.xsd (EX-101.SCH) — 3KB
• cgnt-20240131_def.xml (EX-101.DEF) — 28KB
• cgnt-20240131_lab.xml (EX-101.LAB) — 38KB
• cgnt-20240131_pre.xml (EX-101.PRE) — 27KB
• tm2412278d1_20fa_htm.xml (XML) — 7KB

Item 18

Item 17 Item 18 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 No x Auditor's name: Auditor's location: PCAOB ID: Brightman Almagor Zohar & Co. Tel Aviv, Israel 1197 EXPLANATORY NOTE Cognyte Software Ltd. (the "Company") is filing this Amendment No. 1 on Form 20-F/A (the "Amendment") to its Annual Report on Form 20-F for the year ended January 31, 2024, which was initially filed with the Securities and Exchange Commission (the "SEC") on April 9, 2024 (the "Original Form 20-F"). This Amendment is being filed (i) to correct an inadvertent error made in the paragraph titled "2021 Share Incentive Plan" under item 6.B. of the Original Form 20-F where the figures "4,910,926" and "2,669,074," describing as of March 31, 2023 the number of shares that are subject to outstanding granted awards and the number of shares available for future grants, respectively, were inadvertently transposed, and (ii) to add the amendment to the 2021 Share Incentive Plan referenced in Item 6.B. as an exhibit to the Form 20-F. This Amendment clarifies that, as of March 31, 2024, following the recent amendment to the Company's 2021 Share Incentive Plan, the number of shares that were available for future grants was 2,669,074 in addition to 4,910,926 shares that were subject to outstanding awards as of such date. As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is also filing or furnishing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment. This Amendment is not intended to update other information disclosed in the Original Form 20-F. This Amendment does not reflect events occurring after the filing of the Original Form 20-F and does not modify or update the disclosure therein in any way other than as required to reflect the amendment discussed above. 2 TABLE

SIGNATURES

SIGNATURES 9 3 PART I 6.B. COMPENSATION The aggregate compensation expensed, including share-based compensation and other compensation expensed by us and our subsidiaries, with respect to the year ended January 31, 2024, to our directors and senior management that served at any time during the year ended January 31, 2024 was $12.5 million. This amount includes approximately $0.9 million set aside or accrued to provide pension, severance, retirement, or similar benefits. The table below sets forth the compensation earned by our five most highly compensated office holders (as defined below under "—6.C. Board Practices—Compensation Committee—Compensation Policy under the Companies Law") during or with respect to the year ended January 31, 2024. We refer to the five individuals for whom disclosure is provided herein as our "Covered Executives". For purposes of the table and the summary below, "compensation" includes base salary, bonuses, equity-based compensation, retirement or termination payments, and any benefits or perquisites such as car, phone and social benefits, as well as any undertaking to provide such compensation in the future. Summary Compensation Table Name and Principal Position (2) Base Salary ($) Benefits and Perquisites ($) (3) Variable compensation ($) (4) Equity-Based Compensation ($) (5) Total ($) (in thousands, US dollars) (1) Elad Sharon, Chief Executive Officer 371 149 1,278 744 2,542 David Abadi, Chief Financial Officer 358 116 1,226 358 2,058 Sharon Chouli, Chief Customer Officer 272 114 774 233 1,393 Rini Karlin, Chief People Officer 272 114 771 228 1,385 Efi Nuri, Chief Revenue Officer 265 95 540 150 1,050 (1) All amounts reported in the table are in terms of cost to us accrued with respect to the year ended January 31, 2024, as recorded in our financial statements. (2) All Covered Executives listed in the table were our full-time employees during the year. Cash compensation amount

EXHIBITS

ITEM 19. EXHIBITS We have filed the following documents as exhibits to this Form 20-F/A: Incorporation by Reference Exhibit Number Description Form File No. Filing Date Filed / Furnished 1.1 Articles of Association of Cognyte Software Ltd. 20FR12B/A 001-39829 January 14, 2021 2.1 Specimen of Share Certificate for Cognyte's Ordinary Shares 20FR12B/A 001-39829 January 14, 2021 2.2 Form of Separation and Distribution Agreement 20FR12B/A 001-39829 January 14, 2021 2.3

Description of Securities

Description of Securities * 4.1 Form of Tax Matters Agreement 20FR12B/A 001-39829 January 14, 2021 4.2 Form of Employee Matters Agreement 20FR12B/A 001-39829 January 14, 2021 4.4 Form of Intellectual Property Cross License Agreement 20FR12B/A 001-39829 January 14, 2021 4.5 Form of Trademark Cross License Agreement 20FR12B/A 001-39829 January 14, 2021 4.6 Form of Cognyte Software Ltd. 2021 Share Incentive Plan 20FR12B/A 001-39829 January 14, 2021 *** 4.6A Amendment No. 1 to Cognyte Software Ltd. 2021 Share Incentive Plan ** 4.7 Form of Indemnification Agreement 20FR12B/A 001-39829 January 14, 2021 *** 4.8 Form of Compensation Policy for Executive Officers and Directors 20FR12B/A 001-39829 January 14, 2021 *** 4.9 Credit Facility, dated December 27, 2020, among Cognyte Technologies Israel Ltd., as borrower, Cognyte Software Ltd., as guarantor, and Bank Leumi Le-Israel B.M., as lender ("Leumi Credit Facility") 20FR12B/A 001-39829 January 14, 2021 4.9A Amendment No. 1 to the Leumi Credit Facility dated July 28, 2022 20-F 001-39829 April, 11, 2023 * 7 4.9B Amendment No. 2 to the Leumi Credit Facility dated January 31, 2023 20-F 001-39829 April, 11, 2023 * 4.9C Amendment No.3 to the Leumi Credit Facility dated December 31, 2023 (incorporated by reference, Exhibit 99.1) 6-K 001-39829 January 3, 2024 * 4.10D Credit Facility, dated January 24, 2024, among Cognyte Software Ltd., as borrower or guarantor, Cognyte Technologies Israel Ltd., as borrower or guarantor, and Bank Hapoalim B.M., as lender (incorporated by reference, Exhibit 99.1). 6-K 001-39829 January 25, 2024 * 4.10E Amended and Restated Deed of Undertaking dated January 24, 2024, among Cognyte Software Ltd., Cognyte Technologies Israel Ltd.and Bank Hapoalim B.M. (incorporated by reference, Exhibit 99.1A). 6-K 001-39829 January 25, 2024 * 8.1 List of Subsidiaries * 12.1 Principal Executive Officer C

SIGNATURES

SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf. COGNYTE SOFTWARE LTD. By: /s/ Elad Sharon Name: Elad Sharon Title: Chief Executive Officer By: /s/ David Abadi Name: David Abadi Title: Chief Financial Officer Date: April 19, 2024 9

View Full Filing

View this 20-F/A filing on SEC EDGAR