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6-K 1 audc6k110325.htm FORM 6-K

 

 

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 November 2025

 

Commission file number 0-30070

 

AUDIOCODES LTD.

(Translation of registrant’s name into English)

 

6 Ofra Haza Street • Or Yehuda • 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-F ☒ Form 40-F ☐

 

 

 

 


 

On November 4, 2025, AudioCodes Ltd. (the “Registrant”) issued a press release announcing financial results for the third quarter of 2025 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 second, third, fifth and eighth paragraphs following the heading “Details,” the paragraphs following the heading “Share Buy Back Program and Cash Dividend,” 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; (viii) 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; (x) the Registrant’s Registration Statement on Form S-8, File No. 333-230388; and (xi) the Registrant’s Registration Statement on Form S-8, File No. 333-264535.

 

1


 

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: November 4, 2025

 

2


 

EXHIBIT INDEX

 

Exhibit No.   Description
     
1   Press release, dated November 4, 2025, announcing financial results for the third quarter of 2025 and other matters.

 

3

 

EX-1 2 audcex1.htm EXHIBIT 1

Exhibit 1

 

  AudioCodes Press Release

 

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

 

Company Contacts    
     

Niran Baruch,
Chief Financial Officer
AudioCodes

Tel: +972-3-976-4000
niran.baruch@audiocodes.com

 

Roger L. Chuchen

VP, Investor Relations
AudioCodes

Tel: 732-764-2552

roger.chuchen@audiocodes.com

 

AudioCodes Reports Third Quarter 2025 Results

 

Or Yehuda, Israel – November 4, 2025 - AudioCodes (NASDAQ: AUDC) Press Release

 

Highlights

 

Quarterly revenues increase by 2.2% year-over-year to $61.5 million;

 

Services revenues for the quarter were $30.9 million and accounted for 50.3% of total revenues;

 

GAAP results:

 

Quarterly GAAP gross margin was 65.5%;

 

Quarterly GAAP operating margin was 6.6%;

 

Quarterly GAAP EBITDA was $5.2 million;

 

Quarterly GAAP net income was $2.7 million, or $0.10 per diluted share.

 

Non-GAAP results:

 

Quarterly Non-GAAP gross margin was 65.8%;

 

Quarterly Non-GAAP operating margin was 9.5%;

 

Quarterly Non-GAAP EBITDA was $6.9 million;

 

Quarterly Non-GAAP net income was $4.9 million, or $0.17 per diluted share.

 

Net cash provided by operating activities was $4.1 million for the quarter.

 

AudioCodes repurchased 1,267,436 of its ordinary shares during the quarter at an aggregate cost of $12.7 million.

 

AudioCodes Reports Third Quarter 2025 Results

  Page 1 of 10

 

  AudioCodes Press Release

 

Details

 

AudioCodes, a global leader in enterprise voice and VoiceAI business solutions, today announced its financial results for the third quarter ended September 30, 2025.

 

Revenues for the third quarter of 2025 were $61.5 million compared to $60.2 million for the third quarter of 2024.

 

EBITDA for the third quarter of 2025 was $5.2 million compared to $5.9 million for the third quarter of 2024.

 

On a Non-GAAP basis, EBITDA for the third quarter of 2025 was $6.9 million compared to $7.9 million for the third quarter of 2024.

 

Net income was $2.7 million, or $0.10 per diluted share, for the third quarter of 2025 compared to net income of $2.7 million, or $0.09 per diluted share, for the third quarter of 2024.

 

On a Non-GAAP basis, net income was $4.9 million, or $0.17 per diluted share, for the third quarter of 2025 compared to $4.9 million, or $0.16 per diluted share, for the third quarter of 2024.

 

Non-GAAP net income excludes: (i) share-based compensation expenses; (ii) amortization expenses related to intangible assets; (iii) financial income (expenses) related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies; (iv) tax impact which relates to our Non-GAAP adjustments; and (v) in Q1 2024 non-cash lease expense which is required to be recorded during the quarter even though this is a free rent period under the lease for the Company’s new headquarters. A reconciliation of net income on a GAAP basis to a non-GAAP basis is provided in the tables that accompany the condensed consolidated financial statements contained in this press release.

 

Net cash provided by operating activities was $4.1 million for the third quarter of 2025. Cash and cash equivalents, short-term bank deposits, long and short-term marketable securities, and long-term financial investments were $79.7 million as of September 30, 2025 compared to $93.9 million as of December 31, 2024. The decrease in cash and cash equivalents, short-term bank deposits, long and short-term marketable securities and long-term financial investments was the result of the use of cash for the continued repurchasing of the Company’s ordinary shares pursuant to its share repurchase program and the payment of a cash dividend during each of the first and third quarters of 2025. This was partially offset by cash generated from operating activities.

 

AudioCodes Reports Third Quarter 2025 Results

  Page 2 of 10

 

  AudioCodes Press Release

 

“I am pleased to report that we delivered a strong third quarter, which highlights our commitment to our strategic priorities and our ongoing transformation into an AI-driven, hybrid cloud software and services company,” said Shabtai Adlersberg, President and Chief Executive Officer of AudioCodes. This quarter’s success was driven by ongoing momentum across our two primary growth engines: the Live family of services for Unified Communications and Collaboration (UCC) and Contact Center (CX) connectivity and conversational AI (CAI) business.

 

One of the standout achievements this quarter was the impressive 50% growth in our CAI business, which keeps us on track to achieve a 40%-50% growth for the entire year of 2025. Combined, these two units propelled our Annual Recurring Revenue (ARR) to $75 million by the end of the third quarter, marking a significant 25% year-over-year increase and setting us up well to meet our full-year target of $78-$82 million.

 

The recent launch of our Live Platform has already borne fruit, as we secured a landmark agreement with a tier-1 system integrator. This agreement covers managed connectivity services for all major UC/CX systems and opens up exciting opportunities for cross-selling value-added solutions. Moreover, our Voice AI Connect and Live Hub, the conversational AI enablement services, delivered outstanding results, propelled by a high number of new logo wins and significant expansions within our existing customer base.

 

Shifting our focus to conversational AI, our new service, Meeting Insights On-Prem (Mia OP), made noteworthy advancements during the quarter. Our leading position in Israel was further solidified by being awarded a contract under Project Nimbus, the Israeli government’s multi-year cloud migration initiative. Additionally, we launched sales efforts in the US during the third quarter and have witnessed strong customer interest in Mia OP beyond the government sector in Israel.

 

Overall, we executed well on our business priorities. The increased investments in our Live platform and CAI over the past several quarters have significantly contributed to the record-breaking Live and conversational AI bookings this quarter. We remain steadfast in our commitment to investing in high-growth areas, which we believe will drive sustained top-line growth improvement in the medium term”, concluded Mr. Adlersberg.

 

AudioCodes Reports Third Quarter 2025 Results

  Page 3 of 10

 

  AudioCodes Press Release

 

Share Buy Back Program and Cash Dividend

 

On July 29, 2025, the Company declared a cash dividend of 20 cents per share. The dividend, in the aggregate amount of approximately $5.6 million, was paid on August 28, 2025, to all of the Company’s shareholders of record on August 14, 2025.

During the quarter ended September 30, 2025, the Company acquired 1,267,436 of its ordinary shares under its share repurchase program for a total consideration of $12.7 million.

 

As of September 30, 2025, the Company had $1.7 million available under this approval for the repurchase of shares and/or declaration of cash dividend.

 

In October 2025, the Company received court approval in Israel to purchase up to an aggregate amount of $25 million of ordinary shares. The court approval also permits AudioCodes to declare a dividend out of any part of this amount. The approval is valid through April 28, 2026.

 

Conference Call & Web Cast Information

 

AudioCodes will conduct a conference call at 8:30 A.M., Eastern Time today to discuss the Company’s third quarter of 2025 operating performance, financial results and outlook. Interested parties may participate in the conference call by dialing one of the following numbers:

 

United States Participants: 888-506-0062

 

International Participants: +1 (973) 528-0011

 

The conference call will also be simultaneously webcast. Investors are invited to listen to the call live via webcast at the AudioCodes investor website at http://www.audiocodes.com/investors-lobby.

 

AudioCodes Reports Third Quarter 2025 Results

  Page 4 of 10

 

  AudioCodes Press Release

 

Follow AudioCodes’ social media channels:

 

AudioCodes invites you to join our online community and follow us on: AudioCodes Voice Blog, LinkedIn, X, Facebook, and YouTube.

 

About AudioCodes

 

AudioCodes Ltd. (NASDAQ, TASE: AUDC) is a global leader in enterprise voice and VoiceAI business solutions. We help organizations unlock the full value of voice, transforming every conversation, whether human or AI, into a strategic asset that drives better business outcomes. Our portfolio spans voice connectivity, unified communications and contact center integration, and next-generation voice AI applications that enhance collaboration, automate workflows and deliver real-time insights. With over 30 years of global experience and trusted by 65 of the Fortune 100, AudioCodes powers the intelligent enterprise, connecting people, platforms and data to move business forward.

 

For more information on AudioCodes, visit http://www.audiocodes.com.

 

Statements concerning AudioCodes’ business outlook or future economic performance, product introductions and plans and objectives related thereto, and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are “forward-looking statements’’ as that term is defined under U.S. federal securities laws. Forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. These risks, uncertainties and factors include, but are not limited to, the following: the effect of global economic conditions in general and conditions in AudioCodes’ industry and target markets in particular, including governmental undertakings to address such conditions; shifts in supply and demand; market acceptance of new products and the demand for existing products; the impact of competitive products and pricing on AudioCodes’ and its customers’ products and markets; timely product and technology development, upgrades, the advent of artificial intelligence and the ability to manage changes in market conditions and evolving regulatory regimes, as applicable; possible need for additional financing; the ability to satisfy covenants in AudioCodes’ financing agreements; possible impacts and disruptions from AudioCodes’ acquisitions, including the ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes’ business; possible adverse impacts attributable to any pandemic or other public health crisis on our business and results of operations; the effects of the current and any future hostilities involving Israel, including in the regions in which we or our counterparties operate, which may affect our operations and may limit our ability to produce and sell our solutions; any disruption in our operations by the obligations of our personnel to perform military service as a result of current or future military actions involving Israel; and any other factors described in AudioCodes’ filings made with the U.S. Securities and Exchange Commission from time to time. AudioCodes assumes no obligation to update the information in this release.

 

©2025 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, What’s Inside Matters, OSN, SmartTAP, User Management Pack, VMAS, VoIPerfect, VoIPerfectHD, Your Gateway To VoIP, 3GX, AudioCodes One Voice, AudioCodes Meeting Insights, and AudioCodes Room Experience are trademarks or registered trademarks of AudioCodes Limited. All other products or trademarks are property of their respective owners. Product specifications are subject to change without notice.

 

AudioCodes Reports Third Quarter 2025 Results

  Page 5 of 10

 

  AudioCodes Press Release

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

U.S. dollars in thousands

 

    September 30,     December 31,  
    2025     2024  
    (Unaudited)     (Unaudited)  
ASSETS            
             
CURRENT ASSETS:            
Cash and cash equivalents   $ 48,925     $ 58,749  
Short-term bank deposits     233       210  
Short-term marketable securities     24,806       3,426  
Trade receivables, net     68,474       56,016  
Other receivables and prepaid expenses     19,476       13,012  
Inventories     24,099       31,463  
Total current assets     186,013       162,876  
                 
LONG-TERM ASSETS:                
Long-term Trade receivables   $ 13,668     $ 15,753  
Long-term marketable securities     2,456       28,518  
Long-term financial investments     3,258       3,008  
Deferred tax assets     8,844       9,838  
Operating lease right-of-use assets     30,309       32,534  
Severance pay funds     20,237       18,004  
Total long-term assets     78,772       107,655  
                 
PROPERTY AND EQUIPMENT, NET     29,369       27,321  
                 
GOODWILL, INTANGIBLE ASSETS AND OTHER, NET     37,650       38,049  
                 
Total assets   $ 331,804     $ 335,901  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
                 
CURRENT LIABILITIES:                
Trade payables     10,181       7,543  
Other payables and accrued expenses     27,772       25,823  
Deferred revenues     44,785       38,438  
Short-term operating lease liabilities     6,394       5,954  
Total current liabilities     89,132       77,758  
                 
LONG-TERM LIABILITIES:                
Accrued severance pay   $ 17,906     $ 16,387  
Deferred revenues and other liabilities     20,024       19,434  
Long-term operating lease liabilities     31,002       30,508  
Total long-term liabilities     68,932       66,329  
                 
Total shareholders’ equity     173,740       191,814  
Total liabilities and shareholders’ equity   $ 331,804     $ 335,901  

 

AudioCodes Reports Third Quarter 2025 Results

  Page 6 of 10

 

  AudioCodes Press Release

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

U.S. dollars in thousands, except per share data

 

    Nine months ended     Three months ended  
    September 30,     September 30,  
    2025     2024     2025     2024  
    (Unaudited)     (Unaudited)  
Revenues:                        
Products   $ 86,896     $ 84,647     $ 30,606     $ 27,750  
Services     96,103       95,975       30,941       32,493  
Total Revenues     182,999       180,622       61,547       60,243  
Cost of revenues:                                
Products     33,086       34,123       11,150       11,380  
Services     31,370       29,057       10,112       9,563  
Total Cost of revenues     64,456       63,180       21,262       20,943  
Gross profit     118,543       117,442       40,285       39,300  
Operating expenses:                                
Research and development, net     39,087       39,780       13,188       12,666  
Selling and marketing     57,318       52,427       18,942       17,607  
General and administrative     11,832       12,146       4,094       4,155  
Total operating expenses     108,237       104,353       36,224       34,428  
Operating income     10,306       13,089       4,061       4,872  
Financial income (expenses), net     586       (195 )     64       (614 )
Income before taxes on income     10,892       12,894       4,125       4,258  
Taxes on income, net     (3,838 )     (4,358 )     (1,393 )     (1,579 )
Net income   $ 7,054     $ 8,536     $ 2,732     $ 2,679  
Basic net earnings per share   $ 0.24     $ 0.28     $ 0.10     $ 0.09  
Diluted net earnings per share   $ 0.24     $ 0.28     $ 0.10     $ 0.09  
Weighted average number of shares used in computing basic net earnings per share (in thousands)     28,858       30,239       28,169       30,218  
Weighted average number of shares used in computing diluted net earnings per share (in thousands)     29,356       30,769       28,672       30,778  

 

AudioCodes Reports Third Quarter 2025 Results

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  AudioCodes Press Release

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME 

 

U.S. dollars in thousands, except per share data

 

    Nine months ended     Three months ended  
    September 30,     September 30,  
    2025     2024     2025     2024  
    (Unaudited)     (Unaudited)  
GAAP net income   $ 7,054     $ 8,536     $ 2,732     $ 2,679  
GAAP net earnings per share   $ 0.24     $ 0.28     $ 0.09     $ 0.09  
Cost of revenues:                                
Share-based compensation (1)     319       274       94       99  
Amortization expenses (2)     366       366       122       122  
Lease expenses (5)     -       304       -       -  
      685       944       216       221  
Research and development, net:                                
Share-based compensation (1)     1,127       1,642       398       471  
Lease expenses (5)     -       342       -       -  
      1,127       1,984       398       471  
Selling and marketing:                                
Share-based compensation (1)     1,802       2,255       581       783  
Amortization expenses (2)     33       33       11       11  
Lease expenses (5)     -       38       -       -  
      1,835       2,326       592       794  
General and administrative:                                
Share-based compensation (1)     1,653       2,113       552       679  
Lease expenses (5)     -       76       -       -  
      1,653       2,189       552       679  
Financial expenses (income):                                
Exchange rate differences (3)     1,310       (754 )     392       55  
                                 
Income taxes:                                
Taxes on income, net (4)     -       422       -       -  
Non-GAAP net income   $ 13,664     $ 15,647     $ 4,882     $ 4,899  
Non-GAAP diluted net earnings per share   $ 0.45     $ 0.50     $ 0.17     $ 0.16  
Weighted average number of shares used in computing Non-GAAP diluted net earnings per share (in thousands)     30,094       31,534       29,437       31,480  

 

(1) Share-based compensation expenses related to options and restricted share units granted to employees and others.
(2) Amortization expenses related to intangible assets.
(3) Financial income (expenses) related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies.
(4) Tax impact which relates to our non-GAAP adjustments.
(5) In Q1 2024, non-cash lease expense which is required to be recorded during the quarter even though this is a free rent period under the lease for the Company’s new headquarters.

 

Note: Non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP. The Company believes that non-GAAP information is useful because it can enhance the understanding of its ongoing economic performance and therefore uses internally this non-GAAP information to evaluate and manage its operations. The Company has chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how the Company analyzes its operating results and because many comparable companies report this type of information.

 

AudioCodes Reports Third Quarter 2025 Results

  Page 8 of 10

 

  AudioCodes Press Release

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

 

    Nine months ended     Three months ended  
    September 30,     September 30,  
    2025     2024     2025     2024  
    (Unaudited)     (Unaudited)  
Cash flows from operating activities:                        
Net income   $ 7,054     $ 8,536     $ 2,732     $ 2,679  
Adjustments required to reconcile net income to net cash provided by operating activities:                                
Depreciation and amortization     3,096       2,788       1,183       1,004  
Amortization of marketable securities premiums and accretion of discounts, net     312       885       115       270  
Increase in accrued severance pay, net     (714 )     (699 )     (790 )     (220 )
Share-based compensation expenses     4,901       6,284       1,625       2,032  
Decrease in deferred tax assets, net     708       826       401       762  
Cash financial loss (income), net     37       137       15       (17 )
Decrease in operating lease right-of-use assets     3,292       4,755       1,093       1,198  
Decrease in operating lease liabilities     (133 )     (3,931 )     (555 )     (496 )
Increase in trade receivables, net     (10,373 )     (6,014 )     (7,237 )     (2,247 )
Increase in other receivables and prepaid expenses     (6,464 )     (2,704 )     (2,020 )     (2,939 )
Decrease in inventories     7,261       10,119       2,285       4,172  
Increase (decrease) in trade payables     2,761       (2,077 )     2,674       377  
Increase (decrease) in other payables and accrued expenses     7,027       (594 )     277       1,011  
Increase in deferred revenues     6,471       1,631       2,256       266  
Net cash provided by (used in) operating activities     25,236       19,942       4,054       7,852  
Cash flows from investing activities:                                
Proceeds from short-term deposits     (23 )     10       (5 )     4  
Proceeds from financial investment     243       76       65       29  
Proceeds from redemption of marketable securities     5,200       3,450       2,000       -  
Proceeds from sales of marketable securities     -       9,991       -       9,991  
Purchase of financial investments     (442 )     (675 )     -       (675 )
Purchase of property and equipment     (4,830 )     (20,768 )     (1,571 )     (5,505 )
Net cash provided by (used in) investing activities     148       (7,916 )     489       3,844  

 

AudioCodes Reports Third Quarter 2025 Results

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  AudioCodes Press Release

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

U.S. dollars in thousands

 

    Nine months ended     Three months ended  
    September 30,     September 30,  
    2025     2024     2025     2024  
    (Unaudited)     (Unaudited)  
Cash flows from financing activities:                        
Purchase of treasury shares     (24,514 )     (8,340 )     (12,696 )     (3,586 )
Cash dividends paid to shareholders     (10,934 )     (10,896 )     (5,608 )     (5,443 )
Proceeds from issuance of shares upon exercise of options     240       186       67       6  
Net cash used in financing activities     (35,208 )     (19,050 )     (18,237 )     (9,023 )
                                 
Net increase (decrease) in cash, cash equivalents, and restricted cash     (9,824 )     (7,025 )     (13,694 )     2,672  
Cash, cash equivalents and restricted cash at beginning of period     58,749       30,546       62,619       20,849  
Cash, cash equivalents and restricted cash at end of period   $ 48,925     $ 23,522     $ 48,925     $ 23,522  

 

AudioCodes Reports Third Quarter 2025 Results

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